A Real Surprise
by magna-carter
Summary: Aperture's past is questionable and dangerous, locked away deep beneath the surface in long-forgotten test shafts. But what happens when the seals are broken and the past escapes? Can GLaDOS and Chell face the unknown together, or will it destroy them?
1. Chapter 1

Chell's fingers _clickety-clack-clacked_ over the keyboard in a slow but steady rhythm. She was a decent typist, but this was mind-numbing. Manual data entry had to be among the top three deadliest Aperture Science devices she ever encountered— a step above turrets, but just below skeleton-eating repulsion gel. After five hours, Chell's eyes burned and was that her brain leaking out? Oh. No— just a few stray hairs tickling her ear.

It was her own fault, really. After a successful round of testing, Chell had loitered in GLaDOS's chamber and pronounced, with blissful disregard for her fate, that she was bored. Could she help GLaDOS with anything besides tests? An enormous facility like this— surely there was _something_ useful she could do.

Looking back, Chell supposed she should have worried at the disturbing gleefulness in GLaDOS's voice when the supercomputer replied, _yes_ — there _was_ something her stubby little fingers were good for.

Just because she'd taken to living in the laboratories at GLaDOS's grudging welcome, it did not mean the AI had lost her sharp tongue. At all.

In fact, she'd gained one— quite literally. Chell looked across the room, where a tall, lithe android was seated at a computer console, thick cables stretching from the back of her head to the chassis dangling limp in the center of the chamber. Synthetic hair framed her angular face in a short, white bob, her yellow eyes a striking contrast against skin nearly as pale as her hair.

In the months since Wheatley's ousting, GLaDOS had built herself a body.

It was a mobile construct used to perform tasks she did not trust Chell or the cooperative bots to do themselves, exchanging clunky metal claws for the dexterity of human fingers. Chell suspected the AI simply wanted to experiment with a portal gun herself after her misadventure in the potato— though GLaDOS denied it. Watching the android flip, fling, and fly her way through portals, however, gained Chell a glimpse or two at the rumor of a smile on GLaDOS's face. Chell had to smile too. For an AI confined to immobility her whole life, GLaDOS was breathtakingly graceful, her movement like leaves in the wind.

Some of Chell's favorite moments were spent exploring old Aperture with GLaDOS and the cooperative bots, collecting useful items and important data. They were a family— a bizarre and perhaps dysfunctional family, but one she loved nonetheless.

Chell's current workload of data entry was the unfortunate outcome of their forays into the bowels of Aperture. GLaDOS wanted everything on file in her mainframe, readily accessible, and the sealed test shafts offered a forgotten trove of data the AI could not resist. Thus far, their missions were limited to Test Shaft 9, but GLaDOS was confident she could breach shafts one through eight as well. The sheer enormity of such a venture overwhelmed Chell, but once GLaDOS set her sights, she was immovable.

Modified jump-drives were their arsenal of choice, making quick work of the 1980s and 70s data harvest. As the motley team plunged deeper into the past, however, they hit a daunting impasse.

No computers.

No computers meant no easy data transfer, and no easy data transfer meant…

Hundreds of thousands of boxes crammed with files and records— nearly three decades worth, from the founding of Aperture Science to the arrival of early computers in the sixties. A clever system of portals made transporting the papers to the modern labs a breeze. Transferring them to GLaDOS's database, on the other hand…

Chell's fingers cramped at the thought.

Pausing to rub the stiffness from said digits, Chell snuck another glance at GLaDOS. The android's fingers flashed across the keyboard in a blur, her eyes casting the faintest yellow glow over her workspace. She seemed in such a trance, Chell wondered if she'd somehow managed to put herself on autopilot and wished she could do the same.

The young woman finished transcribing an inventory of materials for— very specifically— Lab 22A, Sector Delta, Chemistry Experimentation wing. 23 June 1948. If every single laboratory kept an inventory every single day and GLaDOS expected her to type every single one, Chell decided she might try gargling neurotoxin. How was that for chemistry experimentation?

Plucking the next sheet of paper from the box at her feet, Chell inspected the title. **Birthdays on the Bioengineering Team**. Under the heading, a note read: _Be sure to wish these fellas a happy birthday! In celebration, enjoy the chocolate cake provided in the break room. Ice cream is located in the freezer: please do not confuse it with any experimental cultures— 'ebola swirl' is not a flavor. Remember, Aperture Science cares about your safety and that of the general populace, and wrongful death suits are costly._

Chell wondered how badly her stay at Aperture had warped her sense of humor, as the idea of ebola virus confectionaries made her giggle. In a sane world, someone might have called her twisted. Here, GLaDOS paused her computations and shot her a disapproving glare.

"What, dare I ask, is so amusing?"

"Just a silly form."

"These documents are not _silly_ — they're science. Science isn't funny." GLaDOS spun back towards her desk, stopped, and gave Chell a hint of a smile. "Except when you shot that little idiot into space," she conceded. "That was funny."

"You're welcome," said Chell, "but this is just a list of birthdays. Is it really necessary, or can I use it for kindling in my room?"

"Is your lung function really necessary, or can I fill them with nerve gas?"

"You don't have nerve gas."

"Would you care to make a wager?"

"Would you care to type all this up by yourself?"

Woman and android held a brief staring contest, until Chell grinned and stuck out her tongue, turning back to her computer. GLaDOS sighed in exasperation and continued typing, muttering something about humans and immaturity.

As Chell entered the list into the database, she was struck out of the blue with an unusual thought.

"GLaDOS, do _you_ have a birthday?"

It was impressive how quickly GLaDOS picked up facial expressions and how well her android face displayed them. She bestowed Chell with a look of patronizing pity. "I had honestly thought you grasped this concept. Just because I _look_ human doesn't mean I came _out_ of one. Must I explain the android birds-and-bees to you? You see, when a silicone mold truly loves its biomechanical circuitry and titanium skeletal replica, they—"

She was cut short as a balled-up wad of paper bounced off her head. GLaDOS shot her companion a glare.

"That might have been something important."

"It was a cafeteria menu from February of 1949."

"Then I'm shocked you didn't eat it," GLaDOS said and returned to her work.

"Come on," Chell needled. "What about the first time you were powered on? That'd technically be your birthday, right?"

GLaDOS slumped back in her chair, looking to the paneled ceiling for patience. Finding none, and realizing she wouldn't complete any work until her little lunatic's curiosity was satiated, she turned to Chell. "I suppose you could say that, but I have no clear information on what that date may be."

"You're a computer— you record everything. How can you not know when you first woke up?"

GLaDOS eyed the woman impassively and let the seconds stretch in silence until Chell squirmed in her swivel chair. "I believe I confided in you about my early days— what they were like, how I was treated. Everything is quite foggy… Perhaps I like it that way."

Chell looked at her lap where she twiddled her thumbs, thoroughly rebuked. Clacking keys drew her eyes back to the android, whose attention had reverted to her work. "GLaDOS," she said softly, but the AI did not reply, either ignoring her or lost in the repetition of data entry.

Birthdays were supposed to be happy, celebrated with people who cared about you. It was the one day of the year you got special attention just for being _you_. _Everyone_ should have a birthday, Chell decided. Even snarky computers. She didn't really need a specific date. She could give GLaDOS a _new_ birthday— one the AI did not associate with fear and bad memories.

Chell continued transcribing her pile of documents as she thought, lest GLaDOS grow suspicious at her lack of productivity. The most important part of any birthday was presents, but here she hit a wall. What did you get an omnipotent AI for her birthday?

That sounded like the opening to a bad joke, and Chell had to bite her tongue to keep from laughing. She suspected if she unduly distracted GLaDOS again today, the AI might banish her from the main chamber at best, or introduce her to that hidden stock of nerve gas at worst.

The question still remained: what could she do? What could GLaDOS possibly want or need? Chell stared intently at the back of the android's head, hoping to maybe bore a hole into her psyche and find inspiration there. Instead, her eyes followed the black cables that connected GLaDOS to her chassis, allowing the AI access to the mainframe while in her mobile form. Despite growing rather attached to the android, GLaDOS still used the chassis frequently. Test protocol, routine maintenance, and general facility operation were more easily overseen that way. Plus, Chell had the sneaking suspicion that GLaDOS held a sentimental fondness for the massive mechanical construct. She'd once seen the AI give the chassis an affectionate pat when she thought Chell wasn't looking.

Tiny gears began turning in Chell's head. The chassis looked a bit worse for wear— cobwebs draped in amongst the cables and wires, scuff marks and scratches in the metal, chipped and cracking paint on the faceplate. Chell wondered how magnificent it had looked brand new and broke into a grin.

Oh yes. She had an idea.


	2. Chapter 2

This required secrecy and espionage, extremely difficult tasks in a facility run by an omniscient being. Luckily, if anyone knew GLaDOS's operating schedule almost as well as the AI herself, it was Chell. There was a brief period during the night when GLaDOS switched to sleep mode, a window of a scant few hours. Chell had to work quickly. Even with GLaDOS running at minimal capacity, modern Aperture remained off limits to her quest. With surveillance cameras around every corner, the AI could easily catch wind of her activities should she happen to review the security footage.

It wasn't like she could start destroying vital testing apparatuses like the old days, though that thought made Chell smile.

Old Aperture was her goal. It was littered with enough abandoned supplies and material to provide everything Chell needed— it was just a matter of _finding_ it. And though GLaDOS had installed the test shaft with a camera here and there, most of the salt mine's depths were untouched by her influence.

It was perfect.

On the planned night of her mission, Chell stayed up later than usual, keeping GLaDOS company in her chamber. Her eyes itched, her fingers were sore, and she made more mistakes in her data entry than she did correct lines of text. GLaDOS, however, worked tirelessly, typing up more documents in the last five minutes than Chell had in the previous hour. A jaw-cracking yawn made her eyes water, and Chell decided it was time to set the plan in motion.

The young woman stood and stretched with a grunt, shutting off her computer and straightening up the desk. GLaDOS seemed not to notice.

"I'm heading to bed," Chell said. Her voice echoed off the paneled walls, interrupting the hum of machinery and _clickety-click_ of the keyboard.

"Mm," said GLaDOS. "Enjoy your period of reduced neural activity."

"You _could_ just say good night."

"Too colloquial," she murmured, yellow eyes glued to the screen in front of her.

Chell briefly considered waving a hand in front of the android's face to annoy her, but now was not the time to draw unnecessary attention. She yawned without bothering to cover her mouth, hardly needing to fake her sleepiness for the sake of appearances.

"Well, don't let the software bugs bite."

A mirthless laugh. "As if I had bugs like a common _PC_."

Chell smiled at her prideful friend, resisting the urge to hug her from behind. That would _definitely_ earn suspicion, and tonight was a night for stealth. Leaving GLaDOS to her work, she made her way through Aperture to her room in the dormitories. It was strange how the looming test chambers and diffused lighting no longer put her on edge— in fact, Chell found them comforting. The simple gift of GLaDOS's welcome transformed the facility from a horror house of mad science to… home. Which, in effect, made her mission akin to sneaking into the kitchen at night to swipe cookies from the pantry.

Except the head of the household was _really_ paranoid and had a penchant for high-tech gadgetry and weapons systems.

Chell slipped into her room, flicking the lights on and snapping her laptop open on her way to the bathroom, where she splashed cold water on her face to shock herself awake. Blinking water from her eyes, Chell inspected her reflection in the mirror and her mouth twisted in a grimace. She was in need of a shower and a good night's sleep— but that would have to wait. The woman sighed and redid her ponytail. Grabbing a kettle, she filled it with water from the sink and plunked it on a hotplate to heat up.

GLaDOS had found the hotplate and kettle for her. Chell smiled at the memory as she flopped on the bed and pulled her laptop close, entering a series of commands. She'd stumbled in one evening after an exhausting expedition in the test shaft to find the appliances nestled on her bed alongside a box filled with teabags and sugar packets. Chell vaguely remembered making an offhand comment to GLaDOS about liking a cup of tea on chilly nights. That the AI had truly listened and taken the effort to fulfill such an inconsequential request made her giddy. Chell went to bed that night warmed by more than just tea.

A window popped open on the laptop screen, offering a somewhat grainy image of the central chamber. Chell grinned triumphantly— she'd tapped into the security video feed. Another keystroke, and the camera zoomed in on a pale figure, still seated at a computer console. Her smile vanished as she heaved an exasperated sigh. Did GLaDOS _ever_ stop working?

Chell left the feed open as she shut off the hotplate and made a cup of tea. Though she hoped the caffeine would keep her awake, the hot liquid's immediate effect warmed her belly and lulled her into a half-lidded doze as she watched GLaDOS work. She felt a bit voyeuristic, but this was the only way she would know when the supercomputer entered sleep mode, with the added benefit that GLaDOS assumed she'd gone to bed.

Movement on the screen roused Chell from her waking nap. GLaDOS stood and unplugged the cables from the back of her head. _Finally_. Chell downed the rest of her tea in a gulp and tugged on her long-fall boots, snapping the footwear into place over her calves and knees. She watched GLaDOS direct her android body into its storage unit, linking herself with its system via smaller wires. The AI closed her eyes, and the central chamber lights shut off one by one until the room was dark, save for a single spotlight on the chassis.

Chell zipped up her jumpsuit and retrieved the portal device from its place of honor on her dresser.

Operation Robo-Birthday was on.

.~.-*-.~.

Chell's comfort with Aperture ended when she rode the freight elevator into the salt mine's abandoned depths. She could not feel at ease in a place where even GLaDOS was at a loss for knowledge. The temperature dropped the deeper she traveled, and Chell felt the chill in the tips of her fingers and nose. Shifting from foot to foot to keep warm, she was hit the sudden stench of rust and salt as the elevator opened into 1980s Aperture. She could never get used to that smell— so sharp and acrid, it made her cough.

GLaDOS assured her there were no toxic fumes in the air, but sometimes she wished for a respirator just in case.

Chell stepped off the elevator and made straight for the offices, ignoring the metallic groan of the enrichment spheres, stanchioned so precariously in the test shaft. Far below, beneath the murky vapors, runoff splashed into the acidic lake, echoing off the cavern's walls and rusted structures. The sound came from everywhere at once, interspersed with the creak and screech of damaged steel and cables. Pipes wailed against decades of abuse by corrosion. Somewhere above, a lightbulb shorted— a flurry of sparks fell and were extinguished in the cold, wet air. The entire shaft was an orchestra of distress.

Chell hated coming here alone— but GLaDOS was worth enduring a little creepiness.

Once she was inside the offices, the mine's cacophony was muffled, replaced by the electric hum of fluorescent lights and forgotten machinery whose purpose was known only to people long dead.

Now the search began.

Chell raided every maintenance room and janitorial closet she could find, ransacking them in as orderly a fashion as possible. Asbestos kept out rats but apparently had no effect on spiders, as she learned more empirically than she ever wanted. The tiny creatures lurked in the dark, dry spaces between supplies and equipment, weaving their sticky webs where Chell was sure to reach. They scurried to safety as she disturbed their homes, but she was positive an abnormally large spider hissed when her fingers tangled in its web. Desperately hoping it was not an escaped experiment, Chell wiped the silky strands on her jumpsuit and moved on.

Even the few un-vitrified laboratories were not spared her perusal. Outdated tools and equipment littered lab tables, left in disarray after the shaft's closure. A thick layer of dust pervaded the labs, little puffs floating into the air with Chell's every footstep. Dry-erase boards were scribbled with equations and notes that might as well be foreign language, their meaning lost to time. A thousand years in the future, an archeological team would have a field day with this place. _Well_ , Chell thought with a wry grin, _if they can get past GLaDOS_.

Her time in the laboratories swiftly ended when Chell opened a supply cabinet and was met with a wall of empty gazes— specimen jars neatly shelved, each containing the surgically severed head of a monkey. She quailed under their filmy eyes. Taking a slow, deliberate breath, Chell calmly shut the cabinet, turned around, and got the hell out.

The passage of time was difficult to judge this far underground, especially in the encapsulated little bubble of the past that was old Aperture. It felt as though time simply stood still, but Chell knew better. At least two hours had passed— GLaDOS would not remain inactive much longer. She inspected her evening's haul: white paint, sealant, industrial soap, rags, paintbrushes, and a big metal bucket to carry it all. A small reward for such diligent hunting, but it was precisely what she needed.

Now there was one final task.

Chell left her bucket of supplies tucked in a corner near the freight elevator, then headed for the 1950s level of the test shaft. She needed GLaDOS out of the central chamber for the better part of a day, and the surefire way to achieve that was to break something the AI would insist upon fixing herself. It was a plan that risked angering GLaDOS, but Chell could only hope the end result would correct all wrongs.

She portaled her way to the repulsion gel pump station and shut off the gel flow, then followed the pipes that originated at the station as they branched throughout the abandoned facility. Soon, Chell found what she needed— an obscure pipe in a hard-to-reach area. She located a hatch, pried it open, and crammed it full of all the rocks, debris, and scrap metal she could get her hands on, wedging them in good and tight.

Oh, GLaDOS would be pissed.

On her way back to the elevator, Chell powered up the gel flow. The pressure in the pipe would build, affecting the supply in modern Aperture. In the morning, when GLaDOS ran Atlas and P-body through their daily test tracks, she would realize something was amiss. If the blockage were in the modern facility, GLaDOS would diagnose it in seconds— but in the test shaft, she was essentially blinded. The AI would be forced to find the problem manually, leaving Chell free to work her magic in the central chamber, undisturbed.

As she approached the elevator, she allowed herself a self-satisfied grin and whistled a random cheerful tune. Sure, she'd outwitted GLaDOS before, but it was more fun when it didn't result in one of them in stasis or dead.

At least, Chell assumed no one would die— until she realized the elevator was moving.

 _Oh shit_.

Chell snatched her bucket and dove into a control booth next to the elevator, hiding behind a filing cabinet. Reflected in the glass of the booth's windows, she had a perfect view of the lift and its passenger as it came to a stop.

 _Oh shit!_

It wasn't that Chell thought GLaDOS was actually _angry_ at her for sneaking around old Aperture. Curious, maybe— annoyed for her safety, even. But discovering the woman here would effectively ruin the surprise she had planned. Once GLaDOS started questioning, she didn't stop until she was satisfied, and she wasn't satisfied until she had the truth.

And she was awfully good at finding the truth.

Chell was certain Aperture installed her with a genuine bullshit detector.

 _Geez, she's a light sleeper_ , Chell thought. What could possibly have roused the AI? Frantically, Chell sifted through her evening's travels, mentally retracing her steps. Had she gotten sloppy and crossed a camera's line of sight? No— she was positive she'd avoided them. Even if GLaDOS had put up more cameras without telling her, the devices were hard to miss. Chell craned her neck to get a better view, and suddenly how the AI woke up became the last of her worries.

GLaDOS toted a baseball bat, and the expression on her face said she was not looking for a friendly game.

"Show yourself," she said, her voice dangerously quiet. " _Now_."

Chell pointedly stayed right where she was, pressed against the cabinet, heart pounding in her ears. GLaDOS drew closer, her footsteps a gentle _tap… tap… tap_ on the tile floor.

"I know you're there. Your persistence in remaining hidden is foolish— and _fatal_."

GLaDOS stopped just outside the control booth. Chell's mind raced in wild circles, unable to find a reason for her friend's dramatic mood swing. Nothing she'd done that night, not even plugging the gel pipe, could possibly provoke the AI to hunt her down with a baseball bat— which, by the way, where the hell had she found _that_? Chell risked a quick glance around the corner. GLaDOS brandished the bat as if ready to strike, absolute murder in her glowing eyes.

Was she sleepwalking? … sleep-murdering? That sounded like something GLaDOS would do.

"You think you're so clever," GLaDOS murmured. "Sneaking around in the dark."

She advanced past the control booth, and Chell breathed a sigh of relief through her nose. Quietly as she could— how sensitive was the android's hearing, anyways?— Chell shuffled to the opposite wall, so GLaDOS would not turn and see her through the windows.

"I should have known you were up to something," GLaDOS continued. Her voice rang clear in the musty air, a manic hitch to it that belied a trace of fear. "Plotting— always plotting. Well, _guess what_?"

The window above Chell's head exploded as GLaDOS slammed it with her bat.

" _I've been plotting too_!"

Shards of glass rained into Chell's hair and plinked and tinkled onto the floor around her. She clapped a hand to her mouth and tried to breathe silently and remain still, though the adrenaline flooding her body fiercely disagreed. Any inclination Chell had to reveal herself and attempt to reason with the AI shattered with the window.

"I hope you like my motion sensors!" GLaDOS sang cheerfully. "I designed them _just for you_."

She paced back down the hallway, and Chell scrambled to yet another wall, wincing as splinters of glass stuck in her hands. _Motion sensors_! No wonder she woke up. When had GLaDOS taken the time to set up those? How long had she planned this? It sounded like she'd been _waiting_ for her to slip up and go exploring on her own. Chell felt a sinking in her gut. GLaDOS was her friend— her _best_ friend. Was it all a lie— the most brilliant trap she could lay? Had the AI schemed up some twisted final revenge behind her back all along?

Suddenly the glass in her hands didn't hurt nearly so bad as the ache in her chest.

"Not so quick to face me now," GLaDOS yelled. "Are you, you mangy, flea-bitten sack of feathers!"

 _Well, that's just hurtful_ , Chell thought bitterly. She was perfectly clean and well-groomed, not— wait, _feathers_?

"I demand you cease this cowardice and show yourself, bird! We'll see whose eyes get pecked out this time! Hint: _it won't be mine_!"

Chell shoved her face into the crook of her elbow, her entire body shaking with laughter. Tears pricked her eyes from suppressed giggles or sheer relief, she couldn't tell. Maybe both. Oh, GLaDOS. Oh god, poor GLaDOS. She'd have to help her with this particular phobia some time— though the AI seemed to be progressing well on her own. She must have set the sensors for the crow, intending to catch or kill it. Instead, she got Chell.

The woman peeked around the corner to find GLaDOS stalking up the hallway, baseball bat held above her head as if to strike the bird right out of the air. Amused as she was— and relieved that GLaDOS didn't hate her— Chell had to get rid of the android before she found her out. This might set back GLaDOS's therapy a few weeks or earn Chell a bat to the head, but it was worth a shot. She cupped her hands around her mouth.

"KAW KAW ka-KAW!" she cried.

GLaDOS shrieked and spun back and forth, flailing the bat in frantic arcs. She scampered towards the elevator, leapt onto the lift as if it were the last sanctuary in the world, and slammed the button repeatedly. As the elevator ascended, the android shouted back down the shaft.

"Don't think this means you've won!"

Chell listened to the grind and squeak of the lift receding and surveyed the scene. Hesitantly standing, she shook bits of glass from her hair and gathered up the supplies, broken glass crunching and snapping beneath her boots. With battle-hardened stoicism, Chell endured the splintered glass in her hands as she recalled the elevator— it would take tweezers and a magnifying lens in her room to remove that.

As she stepped onto the vacated lift, Chell tried to make sense of the past ten minutes, atypically ridiculous even by Aperture standards. Attempting to piece the scene together in her head had only one result.

Chell cracked up laughing.

Poor GLaDOS. She'd make it up to her soon.


	3. Chapter 3

"Wake up, wake up, wake up, wake up, _wake up_ , _wake up_ —"

Chell made an unladylike noise that sounded a bit like " _snnrgk_ " as she rolled over onto her stomach and opened her eyes. She immediately regretted this course of action when bright light burned her retinas. Groaning, Chell buried her face in the pillow, sheets tangled around her legs.

"Mmff— go'way," she grumbled.

"I will _not_ go away," a distinctly agitated and female voice buzzed over the speakers. "This is a level seven emergency wake-up visitation, as mandated by Aperture Science crises protocol. So— _WAKE UP_."

Chell growled, flopping onto her back, and glared at the monitor mounted on the wall. Why had she allowed GLaDOS to install that thing? Oh sure, it allowed for ease of communication, but it wasn't like she could turn it off or hang up on the AI when said AI controlled every piece of electronic gadgetry in the entire facility. That vital piece of information slipped her mind when GLaDOS suggested the two-way monitor. Chell quirked an eyebrow at the android staring at her from the screen.

"What could possibly be so important that you felt the need to shout me awake at—" Chell glanced at the clock and balked, "— _five-thirty_ in the morning?! _Really_? Is there a nuclear meltdown?"

"No, it's—"

"Are we being attacked?"

" _No_ , don't be ridic—"

"Have we run out of food?"

"Oh, of _course_ that would strike fear into your fat-plugged heart, you—"

"That rules out all legitimate reason for your damn wake-up call," Chell decreed and snuggled back up in the blankets. "I need my beauty sleep."

"Oh. So should I pencil 'sleeping for eternity' into your schedule?"

Chell grinned into her pillow, but adopted an expression of annoyance when she turned back to the AI. "Fine. What's wrong?"

"I'm receiving inadequate pressure readings in all repulsion gel pipes connected to the modern facilities. There is likely a blockage in the test shaft— I'm taking Orange and Blue to fix it before those decrepit pipes rupture." GLaDOS leaned closer to the camera and whispered conspiratorially, "I suspect the bird is involved."

"The bird."

"Yes, the _bird_ ," snapped GLaDOS. "You know the one. It's _evil_."

"GLaDOS, it's a bird."

" _It knows things_."

It took every scrap of willpower Chell could summon, but she held back a laugh— not even a tiny snort escaped, though she felt a smile doggedly pulling at her lips. "Do you want me to come along?"

"You know, don't bother," came the snide reply. "I can see you're terribly busy."

"GLaDOS—"

"No, no, really, I insist. Please continue your inert position while I maintain this facility. By myself."

"Oh, don't be like that." Chell sat up and tousled her hair, flashing the AI her most endearing smile. "Look, I'll do some data entry while you're gone, okay?"

GLaDOS pursed her lips and narrowed her eyes. "I'll see you this afternoon," she said icily, and the screen flicked off.

Chell grinned and scrambled out of bed. Everything was going precisely as planned.

.~.-*-.~.

The central chamber was unnervingly quiet without GLaDOS around. Motion-sensor lights snapped on as Chell entered the room, and beyond the walls, she could hear the distant sounds of Aperture— creaks and groans that Chell had come to consider the facility babbling to itself.

Supplies in hand, Chell stared up at the massive chassis, feeling a little uncomfortable. Somehow, she expected the machine to wake up and admonish her, though she knew it was impossible. GLaDOS's very being was in her android form, deep in the pits of the salt mine. The chassis, then, both was and wasn't GLaDOS, a state of being so very like the Schroedinger's cat experiment the AI held dear.

Chell grinned and got to work.

Dragging a stepladder out from a storage closet, she began the tedious task of washing the chassis's framework. A bucket of warm water and that lovely industrial soap scrubbed away the worst of the grime and stains. Though Chell had no idea how long the AI had lain immobilized in the overgrown chamber after her demise, the passage of time certainly was not kind. Chell preferred not to remember that GLaDOS's destruction was her fault, but as she swept a soapy sponge over the chassis's faceplate tenderly, she forced herself to admit it. Despite restoring the AI to power after the fiasco with Wheatley, Chell still didn't feel like she had fully repaid GLaDOS— a tiny grain of guilt irritated her conscience, like sand in an oyster's shell.

Well. Maybe this little pearl of affection would help.

Once the chassis was clean, Chell dusted all the components and cables. From the layer of greyish film, she was certain no one had tended to this task in decades. And should she be surprised? The thought of GLaDOS allowing some pig-headed scientist near her vital elements, to actually _touch_ her, made Chell laugh. When she was done— after much sneezing— the chassis gleamed.

One last finishing touch, the most important of all. The faceplate— though clean of dirt and grime— was chipped and cracked, the paint job having suffered all the abuse it could handle. GLaDOS, as she was fond of saying, was the most advanced piece of technology on the planet.

She deserved to look it.

Chell carefully sanded down the old paint. Sweat beaded on her brow and soaked the back of her tanktop, while paint filings dusted her hair and shoulders, clinging to her damp skin. After what seemed an eon to her stiff arms, the faceplate was no longer white, but a dull gunmetal. Ignoring the protests of her sore muscles, Chell continued working, layering multiple coats of white paint. With delicate precision, she painted around the optic. She smiled into the yellow lens, though she knew GLaDOS could not see her. Finally, when Chell was thoroughly paint-spattered and an absolute mess, she added a layer of glossy sealant, so the faceplate glinted and shined in Aperture's bright light.

Chell gingerly climbed down from the stepladder, stretched away the cramps in her muscles, and took a good look at her handiwork.

GLaDOS looked brand new.

Chell beamed at the chassis, no small amount of pride swelling her chest. The machine couldn't have looked any better if it had just been assembled from scratch. Grabbing a rag and oil she'd found in a maintenance cabinet, the woman settled into greasing up some of the stickier gears.

"What do you think you're doing?"

Chell froze at the imperious voice behind her. _Well… shit_. She hadn't expected GLaDOS back soon— or perhaps more time had passed than she'd realized. Either way, it looked like the gig was up. This wasn't quite the way she imagined it, but it was definitely still a surprise. Chell put down her tools and turned to face GLaDOS's hard stare, announcing that very fact.

"Surprise," she said with a nervous grin.

" _You_ blocked that pipe!" GLaDOS accused, oblivious to the scene in front of her. She wore an orange jumpsuit streaked with dirt and blue gel, a testament to her day's work below-ground. "I'd recognize your shoddy workmanship anywhere!"

"GLaDOS, I—"

"It's a good thing you're brain-damaged, or that pipe might have exploded and turned the test shaft into one big trampoline!" the AI shouted.

"I was only trying to—"

"What? Destroy my facility _again_? Third time's the charm?"

Chell felt a spark of anger tempting her to snap right back at GLaDOS, but it quickly cooled as she recalled the previous night and how alone and betrayed she felt, thinking the AI had turned on her. In fact, looking in those yellow eyes now, she could see the faintest trace of pain.

"GLaDOS," she said softly.

" _What_?"

"Happy birthday."

"… what?"

Chell smiled and gestured at the chassis, and GLaDOS hesitantly approached, giving her a wary look. When her eyes turned to the giant construct, her face went slack. Chell's grin only widened as the AI held a hand to her mouth and circled the chassis. Her head bobbed back and forth like an inquisitive owl as she took in every detail of the woman's hard work.

"You did this?"

"Yep," Chell said, taking a little selfish pleasure in GLaDOS's stunned reaction.

"No one's ever… no one even wanted to…" GLaDOS came to a stop in front of the faceplate and gently ran her fingers over the sleek surface. "This is the nicest thing anyone's ever done for me," she whispered.

Chell's heart filled with a mixture of happiness and sadness all at once. No one should ever be so taken aback, so dumbstruck, by an act of kindness. _Oh, GLaDOS— what did they put you through all those years ago?_

The AI turned to her, the sharp angles of her face softened by an expression of gratefulness that Chell had never seen.

"Thank you."

And then GLaDOS kissed her.

It was a gentle kiss, a mere touching of her lips to Chell's, but it lingered. Chell froze like a mouse before the cat, certain her eyes would pop out of their sockets if they opened any wider. Awkwardly, GLaDOS drew back when she realized her former test subject was not returning the gesture. A distressingly uncharacteristic look of embarrassment crossed her face.

"I… I've seen the way you look at me sometimes," the AI blurted. "I deduced from my repository of information on human body language that you— I mean, I thought that—" Her embarrassment shifted to a much more familiar irritation, and GLaDOS glared. "Don't even _try_ to say I'm wrong, I am _never_ wrong! You humans read like an open book, and I—"

Chell cut her off with a deeper kiss.

GLaDOS tensed up, but did not reject the woman's touch. Chell slid her arms around the android's neck, pulling her close. It felt strange. Oh, it felt _very_ strange, and maybe a little wrong, but she didn't want to stop. A tingle shot up Chell's spine as she felt tentative hands settle on her hips, then a thrill in her stomach as she realized that GLaDOS— omnipotent, almighty GLaDOS— was unsure of herself.

Chell pushed her fingers into the android's soft, synthetic hair, the warm tang of ozone and metal sharp in her nose. Gently, she parted GLaDOS's lips with her tongue, and the AI offered no argument. Deep down in some possibly brain-damaged portion of her mind, Chell realized she wanted this. She'd wanted it for a long time. It was such a bizarre idea, so against the norm, she never admitted it even to herself— but there was no denying it now.

Besides. What part of her life in Aperture _was_ normal?

Chell grinned against GLaDOS's mouth and hugged her tight, a little shiver of pleasure rippling through her body as their tongues met. The AI's was soft and flexible, and she felt real— so deliciously real. And she _was_ real, wasn't she? Maybe not one-hundred percent organic, as the case may be, but she was a person. It would not be incorrect to call her a woman, even. So what did it matter what her body was made of?

Finally, Chell broke the kiss, having a biological affinity for air, unlike her partner. A smile hovered on GLaDOS's lips, then broadened to a satisfied smirk.

"I was right."

"I guess you were," Chell said with a smile. Only now did she feel a blush creep up her cheeks. "No need to be modest."

"Oh, I won't be, rest assured." GLaDOS arched a thin eyebrow at her, genuine happiness dancing in her eyes. "I was absolutely, beyond a shadow of a doubt correct in my assertions. Because I am brilliant."

"Well, Miss Know-It-All," Chell said, taking the AI's hands in her own. "Are you feeling up to some empirical experimentation?"

"For science?"

"Oh, of course."

GLaDOS smiled.

"I'm _always_ up for science."


	4. Chapter 4

Somehow, after another warm haze of kissing, they wound up in Chell's room in the dormitories. Chell couldn't quite remember how they got there— it was a blur, with a lot of stumbling, pulling, and touching as months of repressed attraction bubbled out all at once. Now they spooned together on her bed, the younger woman pressed against GLaDOS's back, stroking the android's synthetic hair.

Despite her boastfulness in the central chamber, GLaDOS had lost bravado once they settled onto Chell's bed, as if she hadn't actually been prepared for the reality of the situation. She startled at any sudden movement from her former test subject, ready to bolt from the room at a moment's notice. Such timidness from GLaDOS worried Chell, who feared the AI had second thoughts.

No— that made no sense. If GLaDOS had doubts, she would not hesitate to voice them, untempered by kindness. There had to be something else.

Then it struck Chell that she'd known the answer all along.

GLaDOS had never allowed a human to touch her. _Allowed_ was the key word— Chell held no uncertainties that many scientists had poked and prodded at the supercomputer against her will. Between unwanted cores and subjugation, GLaDOS must associate human hands with discomfort and indignity at best. At worst? Outright pain.

Suddenly, her poorly-concealed twitches and jumps made far more sense.

Chell's stomach lurched as she fully realized the amount of trust GLaDOS displayed by remaining in bed with her. Or perhaps it was sheer stubbornness. Either way, how much easier it would be to simply dart from the room to the safety of that fortress of a chassis.

But she stayed.

It made Chell feel like she had the night GLaDOS surprised her with the tea kettle— the unspoken gestures of affection that said more than words ever could. Chell nuzzled GLaDOS's neck and slid an arm around her waist, feeling the android's muscle-analogues tense and slowly relax again.

"You don't have to be afraid," she murmured.

"I'm not afraid," GLaDOS replied defensively. "I'm _never_ afraid. What could I possibly be afraid of?"

"That I might hurt you."

"Well, you _did_ murder me. But," she said, and Chell could hear the smile in her voice, "I suspect we're past that."

Chell chuckled and kissed the android's temple, breathing in her scent— the smell of lightning on a warm summer night. Their jumpsuits were gone, shed somewhere between the central chamber and dormitories, leaving GLaDOS in a flimsy tanktop and loose-fitting pants and Chell in nothing but her tanktop and underwear. She supposed she ought to feel self-conscious, but she didn't— in fact, Chell wished she was wearing less. She wished _GLaDOS_ was wearing less.

With a spontaneous flame of curiosity, Chell wondered what GLaDOS's breasts felt like.

Her heartrate promptly skyrocketed. Well, that was it: the idea was lodged in her brain and definitely not going anywhere— and really, given their current position, wasn't a little fondling the next logical step? GLaDOS _did_ like logic… Steeling herself, Chell slid a hand up GLaDOS's chest and lightly ran her fingers over the android's breast.

GLaDOS jerked and gave a quiet gasp, throwing a glance over her shoulder at the dark-haired young woman. Chell smiled hopefully. The AI relaxed, and Chell felt a warm hand gently squeeze her arm in consent. She licked her lips and cupped GLaDOS's breast, massaging it firmly. Chell's breathing quickened, as if she couldn't quite get enough air, her hot breath dampening the back of the android's neck. GLaDOS was soft— as soft and warm as any human, and Chell swore she even felt a nipple. Growing bold, she slipped her hand under GLaDOS's shirt and squeezed her bare breast.

GLaDOS moaned now, squirming, and was this really happening? Was she really cuddling with GLaDOS and _touching_ her, a giddy rush blurring her mind like she'd had too many drinks and— _yes_. Yes, this was _actually_ happening, and she really did have nipples— a soft little nub that hardened as Chell drew circles around it with her thumb.

Technology at its finest.

As she shifted against the android's body, Chell realized her underwear was impressively wet.

The evening had quickly tumbled toward something far more intimate than spooning, the ache between her legs too insistent to ignore any longer. With a thrill of utter abandon, Chell let caution fly. She hitched a leg over GLaDOS's waist and pressed her crotch hard against the android's thigh, rolling her hips in a slow rhythm. Oh god— oh _god_ , that felt good. It had been so long since she'd even _thought_ about sex, Chell hadn't realized how badly she needed—

"What in the name of science are you doing?"

Chell cracked an eye open to meet GLaDOS's amused gaze. She ceased her grinding, biting back a groan as her body screamed for more stimulation. Embarrassed, she burrowed her face into the AI's neck with an awkward grin.

"Sorry— I'm, uh… really horny."

Despite her usual bewilderment with human slang, GLaDOS seemed to understand and quirked an eyebrow. "Don't humans typically face each other while performing this act?"

"There's more than one way," said Chell. Everything between her legs throbbed, and she cupped the android's breasts with impatient need. "There are _lots_ of ways."

Though GLaDOS still looked amused, there was a huskier undercurrent to her voice. "Well then. I'll just observe as you continue to gratify yourself on my leg."

Chell grinned, needing no second bidding. The young woman ground her crotch against GLaDOS's thigh in long, slow strokes, shudders of pleasure wracking her body. She eagerly groped the woman's breasts and buried her face into her neck, unable to hold back a moan as her movements quickened. Hesitantly, GLaDOS caressed her leg with long fingers, a delicate touch of encouragement that pushed her over the edge. Chell clung to the woman, rocking her hips faster and harder, until she finally finished with a broken cry of satisfaction. Her movements slowed and, panting, she kissed along GLaDOS's jawline.

Every ounce of tension drained from her body, and Chell hugged GLaDOS tight, breathing a sigh of relief. She couldn't remember ever feeling so happy, so… fulfilled. As the haze of pleasure subsided, a ticklish sense of self-consciousness settled in, just a little. Chell had to stifle a giggle. Had she really just done that? And GLaDOS didn't mind? In fact, GLaDOS still stroked her leg, her fingers exploring Chell's knee, down her calf, over her foot, to the tips of her toes.

Almost afraid she'd awaken from a dream, Chell wrapped a protective arm around GLaDOS's chest, resting a hand on the woman's breast— its new favorite perch. Chell's eyelids fluttered under the weight of endorphins and weariness. Just as she drifted toward sleep, the AI revealed the night of surprises was not yet over.

GLaDOS tenderly grabbed the hand on her breast and guided it into her cotton pants.

Chell was jolted from the edge of sleep to hyperawareness in under a second. She barely had a chance to wonder if GLaDOS installed herself with— well, functioning female equipment— before the AI quickly answered that question for her and slid Chell's hand between her legs.

 _Wow_.

Her fingers brushed over a clit and into the length of her slit, and— _oh_. She was even _wet_. What kind of biomechanics went into _that_? A mixture of amusement and fascination overcame Chell, and she laughed. Propping herself up on her elbow, she arched an eyebrow at GLaDOS.

"So… did you _expect_ to have sex when you built this thing?"

GLaDOS flashed a bashful grin— _GLaDOS_ , bashful!— her response catching in her throat as Chell began working her fingers over the woman's clit.

"I felt anatomical accuracy was— _ohh_ — was… was important. Then I hardwired— _ah_ — m-my euphoria protocols to nerve bundles in human erogen—"

Chell silenced her with a kiss. If there could ever be _too much_ science, it was now. Rolling GLaDOS flat on her back, Chell snuggled against her and rubbed in a slow, circular motion, watching the reactions on the android's face. GLaDOS sank into the pillows and gave a throaty groan. Chell knew she hit a sweet spot when the woman arched her back and spread her legs wider, wordlessly demanding more. Chell complied and slid her fingers further down and over her entrance, then moved back to her clit, lightly flicking it and giving it a rougher touch in alternation.

"Those stubby fingers of yours are good for— _mmm_ — something else, I see," GLaDOS murmured.

Chell trailed her fingers downwards again, twirling them around GLaDOS's wet opening. "I didn't quite catch that. Did you call my fingers stubby?"

GLaDOS gave an unintelligible moan in response.

"Sorry— _whose_ fingers are stubby?" Chell slid a fingertip inside her.

"N- _not_ yours!" Her hips bucked against the younger woman's hand, but Chell pulled away, teasing. GLaDOS's eyes flashed in anger and desperation, and she hissed, " _Slide them in_!"

Flat on her back, legs splayed, with a woman's hand in her pants— for the first time in her life, GLaDOS truly, utterly failed at intimidation. Chell could not hold back a fit of breathless giggling.

"Nicely, now!"

" _Do it_ , or— or _neurotoxin_!"

Well, that was close enough.

Chell slid two fingers inside her, and GLaDOS cried out, thrusting her hips and forcing them deeper. As Chell pulled out and gently pushed back in, GLaDOS ground against her, and soon they established a steady rhythm. Chell always suspected the AI loved the sound of her own voice, and this was no exception— GLaDOS gave little whimpers and cries of pleasure with every small movement of her fingers, and when she pressed her thumb to the android's clit, she gripped the sheets in one hand, frantically groping Chell's thigh with the other.

" _Ohh_ — oh, _Chell_ —!"

She lasted only a moment longer before her body seized hard against Chell's hand, and GLaDOS gave a beautifully soft moan, a strain of synthesized melody beneath it. Chell smiled and drew out her fingers, slowly rubbing as the woman's afterglow faded. GLaDOS had never spoken her test subject's name, not once in the many months they'd spent together— as enemies, then friends, and now lovers. To hear GLaDOS say her name now, with the heat of sex behind it, aroused Chell in ways she never imagined.

After a dizzyingly pleasant few moments, the android's eyes flickered open, and she gave the most satisfied cat-ate-the-canary smile Chell had ever seen. GLaDOS caught the younger woman's face in her hands and kissed her hard, letting one hand drop to squeeze Chell's breast. Chell felt a fresh rush of wet warmth between her legs and wrapped her arms around the woman.

"That," GLaDOS purred, "was empirically _fantastic_."

"I try," said Chell, then a thought struck her and she smiled slyly. "You know… I think I'll need a few days off from data entry. I mean, if I get carpal tunnel, I certainly won't be able to do _that_ again."

"You conniving little liar," GLaDOS said without much conviction, still stroking Chell's breast. She pressed their foreheads together and grinned. "Consider it a deal."


	5. Chapter 5

Chell drifted through the fog of sleep and stretched, smacking her lips against the taste of morning breath. She lazily yawned and pulled the blankets around her shoulders to ward off Aperture's chill. After a few moments of initial ignorance, her brain caught up with her body, and the previous night's activities struck Chell like a sack of weighted companion cubes.

She had sex with GLaDOS.

 _Holy tap-dancing Christ!_

Chell bolted upright in bed— only then did she notice she was topless, her underwear around her knees. Yanking them up, she found her tanktop discarded under the covers and pulled that on too. GLaDOS was gone. For an instant, Chell thought she might have experienced the weirdest one-night stand in human history. She glanced at the clock: seven in the morning. Maybe GLaDOS was running Atlas and P-body through their daily test tracks. The AI was not one to rest idly for long— not while there was science to be done.

Chell sank back into bed and stared at the ceiling as she replayed events in her head like a slideshow. She and GLaDOS had their way with each other, right here in her bed. They kissed and touched and had done things that— well, suffice to say she was disappointed GLaDOS left. There was nothing quite like waking up to a bonus round of sex.

In a giddy rush, Chell realized she did not regret a single moment.

She snuggled into the mattress with a contented sigh. What did that make them now? They were friends, of course— they'd always be friends. But lovers? … girlfriends? That made Chell laugh. Beneath her amusement, though, ran a vein of sincerity. GLaDOS as her girlfriend— she chuckled again at the absurdity, but couldn't deny the little thrill in her stomach. She liked the idea.

Chell slid out of bed. Best not broach the subject with GLaDOS outright— she needed to gauge the AI's reaction. Their relationship was complicated even during the best of times. No need to rush into anything and overwhelm them both. In fact, she worried GLaDOS was already overwhelmed. What time had the AI slipped out of the room? Chell never heard her make a peep.

Chell stripped and showered, letting the hot water wash away sweat and other bodily substances— not all of them human. She shivered in delight as memories of last night crept into her mind and traveled straight between her legs, and as she soaped up, Chell let her fingers linger there longer than was necessary for washing. Once she was squeaky clean, the woman pulled on a fresh jumpsuit and tanktop, zipping up a black hoodie overtop. She'd found it rummaging through the dormitories one day— a tiny white Aperture logo was embroidered on the breast, and thick fleece lining held the salt mine's chill at bay.

Making her way through the labyrinthian hallways and catwalks, Chell wondered how to approach GLaDOS. It all depended on how the AI felt about last night's intimacy. Sure, she'd been the one to initiate the sequence— and she'd certainly had no arguments _during_ — but after a night spent contemplating in silence, to what conclusions had she arrived? Chell could rarely anticipate GLaDOS's reactions when strong emotions got involved. What if she decided it was a mistake?

More and more, GLaDOS's nighttime disappearance needled at her. Chell shoved her hands in her pockets and hunched her shoulders against more than the chilly air. No use borrowing trouble from the future— better to confront the future head-on and take the troubles if and as they came.

When she entered the central chamber, her worries were momentarily forgotten.

GLaDOS was in her chassis, twisting this way and that in front of a row of reflective panels. She tilted her mechanical head and made little hums of appreciation. It took Chell a minute to puzzle out what her friend was doing, but when she did, the woman broke into a grin.

The supercomputer was admiring herself in a mirror.

Chell laughed quietly, but not so quietly to escape detection from GLaDOS's auditory sensors. She whirled around, and the panels snapped back into the wall in a wave— _clang-clang-clang-clang!_ Her yellow optic widened in a deer-in-the-headlights expression, though it more closely resembled the headlight.

"I was… inspecting your… your shoddy craftsmanship," GLaDOS stammered. "You really should have submitted a proposal and blueprints before implementing maintenance. Any technical flaw could seriously impact my wellbeing. How like you to ignore that."

Chell simply countered with a knowing smirk.

GLaDOS stared a moment longer before her gaze dropped to the floor. "Youdidalovelyjob."

Chell grinned and leaned against the wall, crossing her legs at the ankle. "You're welcome."

Uncomfortable silence fell like a heavy blanket. GLaDOS fidgeted. Her optic flicked back and forth between Chell and the floor, casting a shifting yellow glow across the chamber. Chell crammed her hands deeper into her pockets and dug at the floor with her toes, which were suddenly highly interesting.

No!

No no _no_ — there was no use feeling awkward now. Not after she'd humped the AI, for fuck's sake. Not after they'd been at their most vulnerable together. Not after she'd taken— … oh god. She'd taken GLaDOS's virginity. Chell hadn't considered it like that; the thought never crossed her mind. Was there even such a thing as a virgin robot? She was a pioneer in some _seriously_ uncharted scientific territory here, but one fact was inarguable— she was GLaDOS's first.

The question was, had GLaDOS seen it that way?

Chell watched the way the AI swayed and threw her brief glances, not in the rigid manner that suggested a regretted mistake, but nervously— shyly. Searching for approval. Tension melted from Chell's muscles, and she took a few steps closer to the fidgety construct. GLaDOS perked up and locked her optic on the approaching human.

"GLaDOS," she said. "About last night…"

"Yes. Yes, we should discuss… that."

"Yeah." Chell rubbed her neck and tugged at her ponytail, then stuffed her restless hands back in her pockets. "I just want you to know I—"

"I enjoyed it," GLaDOS blurted. She ducked her mechanical head again, swinging in a mimicry of shuffling feet. "It felt quite good— to be with you. Like that. I apologize for leaving. I know humans prefer physical closeness following sexual activity, but I felt I needed to think."

Chell smiled and knocked on the metal frame of the supercomputer's head. GLaDOS looked up.

"I understand. I just wanted you to know I realize how difficult it was to give yourself up to a human— and how much that means to me."

GLaDOS blinked at Chell, then her gaze fell to the floor again. "You knew I was scared. You could tell. Even the scientists who built me couldn't tell when I was frightened or… or they didn't care." She lifted her optic, and Chell felt the full enormity of the sentient being before her when GLaDOS quietly spoke.

"You cared."

Chell had no words to match that. Instead, she fell upon the AI in a hug, pressing her face against the white metal. Ever so delicately, GLaDOS rested a fraction of her weight on the woman's shoulder, and Chell kissed the faceplate, feeling the gentle whirr of machinery through her lips.

"You're going to leave greasy faceprints all over my new paint job."

"Sorry," Chell laughed and pulled away, scrubbing at the glossy finish with her sleeve.

GLaDOS raised herself to her full height and regarded her companion imperiously. "It's a forgivable offense, though repeat infractions may result in bodily harm."

Chell rolled her eyes and rubbed GLaDOS's faceplate as one might pet a cat. The AI had no objections to this treatment and leaned into the woman's hand. "So, where are Atlas and P-body?" asked Chell. "I figured you'd have them testing by now."

" _Orange_ and _Blue_ ," GLaDOS corrected, though she knew it was futile, "have undertaken an extremely important mission. We received an accumulation of crystalline precipitate overnight."

Chell's reply was a blank stare.

"… it snowed."

The woman's face lit up. Snow! How long had it been since she'd seen snow? _Too long_ was the only appropriate answer. "How much?" she asked, her enthusiasm earning a dubious look from GLaDOS.

"Enough that drifts buried the emergency exit shed aboveground. _Orange_ and _Blue_ ," the AI said pointedly and paused, challenging Chell to amend her practical names, "are clearing the offending precipitate."

Chell whooped, and GLaDOS's optic retracted into her head in surprise. The former test subject made for the surface elevator and punched in the command to call it.

"What are you doing? You can't go out there— my thermal sensors indicate readings of negative twelve centigrade. Your attire is not appropriate for such temperatures. You lunatic."

Chell flashed the AI a reassuring grin from the lift. "I'll just be a minute, I promise."

"Don't expect me to thaw you," GLaDOS grumbled as the elevator shot upwards.

Chell bounced in anticipation as the lift ascended. Thanks to her extended stay in the relaxation vault, she had missed a number of winters. What that number was, she didn't know, but snow was a distant memory. She wasn't positive, but Chell thought it might have snowed the day she first volunteered at Aperture Laboratories. Flakes clung to her dark hair as she crossed the parking lot, melting when she stepped into the sterile lobby, all white walls and black carpet. The receptionist had looked up, smiled benignly, and said, "Welcome to tomorrow, today."

Little had she known what that greeting heralded.

After filling out a series of increasingly invasive forms, Chell sat through an interview where she remained obstinately silent, refusing to answer some of the most personal questions she'd been asked in her life. It wasn't what she expected. She simply wanted to make a few bucks on the side to pay her way through school, then apply at Aperture as a full-time employee— like her father. Surely some volunteer hours would get her foot in the door.

By that time, of course, her father had been dead for years— killed in an incident the Aperture lawyers called a freak accident, unlikely to be repeated. That had not comforted Chell or her mother, nor did the company's refusal to elaborate. They never even saw the body; the funeral was held with an empty coffin. Though a passion for science still drove Chell to do her best in college, her desire to work for Aperture took a new turn— to uncover what had happened to her father.

It didn't happen quite the way she'd envisioned, but the truth finally reared its head when Chell stepped into that central chamber, exhausted and filthy, and laid eyes on GLaDOS in all her glory for the very first time. And now, only hours ago, she'd had sex with that same AI and enjoyed every second of it.

Chell slumped against the lift's wall and took a moment to marvel at how fucked up her life turned out.

She'd forgiven GLaDOS, there was no question to that. Unlike Aperture's preferred color scheme, not everything was black and white. But, somehow, as the lift stopped and Chell pulled open the shed door, the snow held a little less magic. A gust of wind knocked her back a step, and intense cold stole her breath. Even through the clouds, the sun's diffused light reflected off the endless stretch of white that met Chell's eyes. The woman squinted against the harsh glare. It was just like the bright light that had blinded her the first time she awoke from stasis.

Chell lingered in the doorway, clamping her arms about her body.

The deathly stillness was interrupted by a chirrup, and a robotic head peeked around the corner. If not for his blue optic and accents, Atlas would have blended in seamlessly with the snow. Chell cracked a smile and waved. Atlas hooted, proudly displaying a snow-shovel, and P-body poked her head around the opposite corner, beeping and clicking.

Chell watched the robots work— partly out of amusement, and partly out of stubbornness. GLaDOS was right, it _was_ too cold out here, but damned if she would retreat back inside and give the AI the satisfaction. She stamped her feet and shivered, and her teeth chattered so hard, Chell didn't hear the elevator humming behind her. When the tall figure stepped up beside her, she visibly started.

"I could hear your teeth clacking all the way downstairs," GLaDOS said, an amused smirk on her lips.

Chell hoped the cold had reddened her cheeks enough to hide her blush. "I doubt it."

"Mm. My hearing is fairly sensitive."

Chell cast a sidelong glance at her. The android wore only a black turtleneck and slacks covered by a stark labcoat, yet she seemed unaffected by the brisk Michigan winter. They stood in silence side by side, the only sound that of the wind and the cooperative bots' shovels as they cleared away the snow drifts. Chell's fingers and toes had gone numb some time ago, and she was about to throw in the towel and head back inside when GLaDOS spoke.

"The sterility of it reminds of me Aperture."

Chell looked out at the buried wheat field again and supposed it did look like someone had whitewashed the world, blotting away all evidence of… anything.

"I suppose it's not so bad," GLaDOS murmured.

Chell smiled and slid her hand into the android's.

"Oh, don't get all romantic on me," said GLaDOS, but entangled her fingers with the woman's anyway, then arched an eyebrow. "You're freezing."

"I'm fine."

"Liar."

Chell had to crane her neck to look GLaDOS in the eye, her lack of long-fall boots depriving her of a few inches. The AI had a brusque way of showing it, but she knew she was concerned. Chell wondered if she could have predicted this was her future when she walked into Aperture Laboratories that snowy day years ago. Not likely. This was beyond her imagination, beyond any probability.

But she wouldn't change a thing.

Chell stood on her tip-toes and pulled GLaDOS into a kiss. The android tensed only slightly before she encircled the woman's waist with her arms and bent her head so Chell would not have to stretch. She shivered from the contrast of chill wind at her back and GLaDOS's heat in front, but despite the snow swirling about their feet, the kiss warmed her from head to toe.

GLaDOS broke the kiss, albeit reluctantly, and gave Chell a firm nudge towards the elevator. "We should get back inside."

"Don't you want to watch the snow?"

"Though my body can withstand extreme temperatures, your inferior organic components are at risk of frostbite," said GLaDOS. "And I would hate to amputate your toes. Think of the mess."

Chell affectionately elbowed her, but had to agree— she felt like a popsicle as she allowed the AI to steer her onto the lift and wondered if there was any hot chocolate to be had in Aperture.


	6. Chapter 6

GLaDOS allowed Chell to drag her through the residential wing of Aperture, having retreated from the biting winter outside. The cold hadn't fazed her— though she found wind and precipitation distasteful— but Chell's fingers still held a chill. Ridiculous girl. If she'd wanted to see snow so badly, she could have viewed it on a monitor in the relative comfort of the laboratories. What was it with humans and their innate desire to experience even the most unpleasant of sensations?

The AI grudgingly admired the human need for empirical evidence. It was proper science. But it certainly didn't require Chell to throw her underdressed body into the face of a Michigan winter. Sometimes GLaDOS was certain the evolution of human intelligence had looped back around and hit rock-banging proportions again.

GLaDOS redirected a little excess heat into the circuitry of her own hand to help warm the girl's. That wasn't for _Chell's_ benefit, of course— what a laughably altruistic idea. She'd simply grown weary of such icy fingers clutching at her palm. There were some highly delicate electronics in there, sensitive to any temperature fluctuation, and if the girl insisted on entangling their digits, the least she could do was maintain some thermal consistence.

Yes. That was it.

She eyed the young woman as Chell tugged her along the corridors, a purpose in her stride. She knew exactly where she was going, and that put GLaDOS on edge. These were areas of the facility that she— the undisputed queen of Aperture— had visited only recently and had seen very rarely on camera. They held little interest to her, given the shortage of people actually _residing_ there.

Until now, of course.

Her little lunatic had full reign of an entire section of the laboratories with which GLaDOS had scant experience. It filled the AI with a sense of discomfort. This wing wasn't meant for her— it never was. There was a distinctly _human_ atmosphere. Gone was the simplicity of stark white walls and metal flooring. Here, there was _decor_. Inane artwork and photographs lined the walls, plush carpet squished beneath her feet, and the color palette broadened beyond the white, black, and grey she loved so dearly— all with the express purpose of making humans feel _comfortable_. Hah. _Coddled_ was more like it.

GLaDOS pursed her lips in disdain.

Despite her clear superiority, she could not help feeling out of place. Which was absurd. This was _her_ facility. So what if some sticky, sweaty, smelly humans had squatted here in the past, breathing all over everything and being generally off-putting? Like a pack of gorillas. Hairy, lumbering gorillas. _Ugh_.

The important thing was, they were gone now.

So why did she feel like a stranger in foreign territory?

 _This is where_ they _lived_ , GLaDOS thought.

 _Them_. The scientists. All that time ago. The ones who poked and prodded at her, opened her up and touched her in places no human had any right to be. The ones who added components and took pieces away without asking, fiddling with sensitive equipment when they had no idea what it did— despite the fact that they built her. She was greater than the sum of her parts. _They_ never understood, never realized what they had created.

Pride kept her from speaking out when something hurt or felt wrong. Instead, she dispensed insults left and right, but they only laughed and jeered.

 _Isn't she feisty!_

— _bitch has a mouth on her—_

— _takes after my mother-in-law_.

She learned to stay quiet and think. And plan. And let the white-hot anger accumulate, like a balloon inflated with far too much air.

And this was where _they_ lived. Where they went to bed at night and slept like babies, not a care in the world— not the barest weight upon their conscience while she writhed and twitched as unwanted cores molested her mainframe, itching and wheedling and whispering— and the voices never stopped, never calmed, always always _always_ prying and crying in her most private processes, a ringing in her ears, the incessant buzzing of a thousand electric flies—

Chell yelped in pain.

GLaDOS snapped out of it and saw the woman had snatched her hand back. Her own hands were balled up in tight fists, ready to punch something to death.

"Sorry," she said through gritted teeth. "I was thinking."

"About _what_?"

"There may be a few skeletons in the closets around here."

Chell eyed her doubtfully, rubbing the life back into her nearly-crushed fingers. "What Aperture secrets could I possibly not know yet?"

"I meant literally. Be careful what doors you open."

The woman shot her a reproachful look, and GLaDOS returned it with a self-satisfied smile. Her clean-up of this area had been admittedly lax, and in a moment of mind-numbing panic, some of her tormenters had thought to escape the neurotoxin with a few closed doors. That hadn't gone well, of course. At best, they'd chosen their own final resting place. She hoped they were still there, blackened bones slouched against a wall, empty sockets staring pleadingly into one of her many cameras.

GLaDOS's eyes glowed a little brighter, warmed by that thought.

The women arrived at a small kitchenette, and Chell grabbed the AI's arm and steered her inside. Resigned to her fate, GLaDOS rolled her eyes and heaved a dramatic sigh that quickly morphed into a sound like "uurrgh" as she took in the decor. Cheery yellow walls were accented with robin's egg blue crown-molding, and orange linoleum suggested a 1970s influence about as subtly as a punch to the face. Framed needlepoint on the wall read " _Bless this home_ " in fine-stitched calligraphy, tiny flowers and butterflies adorning the words. With colossal effort, GLaDOS restrained herself from ripping it down and stomping it into oblivion.

"This place is so… hhhhuman," she said, pronouncing the last word as if it were difficult to say without gagging.

"You do realize _I'm_ human, right?"

"Oh yes. It occurred to me last night while you were assaulting me with your vulva. It was quite a terrifying revelation. I considered fleeing, but I feared you'd mistake me for prey and give chase like an overweight lioness."

Chell elbowed her in the side as she passed. GLaDOS smirked and settled into a seat at the kitchen table. She watched as the woman searched through cabinets and cupboards and quickly realized every available storage space was packed with canned goods and other non-perishables. Chell must have hoarded it like a squirrel preparing for winter. _Smart girl_ , the AI thought appreciatively. It would be difficult to leave the facility in this weather, and the nearest human habitation center was hours away. The woman would need to rely on this store of food until spring.

Chell emerged from a pantry and held two small packets triumphantly.

"Can you eat and drink with that thing?" she asked.

GLaDOS arched her eyebrows, mildly affronted. "I can perform the functions of digestion and excretion if necessary as an alternative, if inefficient, fuel source. So yes, I can— as you so barbarously phrased it— eat and drink with this _thing_."

"Can you taste stuff?"

"I possess chemical receptors that act as taste buds, yes— do these asinine questions serve a purpose?"

"So if I make hot chocolate, will you try some?"

GLaDOS's eyes flicked over the woman's face, searching, and she said slowly, "I suppose I might consider it an experiment in chemistry."

"Sweet," Chell said and busied herself filling two mugs with water.

"Well yes, chocolate _would_ be sweet."

"What?" Chell threw a confused glance over her shoulder as she stuck the mugs in a microwave, then laughed. "Oh! No, no— it's slang. It means _cool_."

GLaDOS's brow furrowed. "I thought it was _hot_ chocolate?"

"They both mean _good_. Really good."

Though the woman's back was turned, GLaDOS could see her thin frame quaking with suppressed laughter, and the AI petulantly crossed her arms over her chest.

"Ugh! Your human lexicon is insufferable."

In a fluid movement, Chell was at her side, her calloused hand tilting the AI's chin. She planted a kiss on the android's mouth, and GLaDOS grabbed a handful of the woman's hoodie, pulling her closer as a shiver ran through every wire in her body. Her euphoria centers resonated with a pleasant tingle as Chell dug her fingers into her synthetic hair and slid her other hand into GLaDOS's labcoat to give her breast a quick squeeze.

The microwave beeped, and Chell pulled away with a grin, sauntering back to the counter with a satisfied sway to her hips.

Mollified, GLaDOS slumped in her chair with the languid ease of a cat. She admired the way the woman's buttocks shifted beneath the fabric of her jumpsuit and felt her euphoria respond with an agreeable warmth.

"That was much better than your silly word games."

Chell just flashed her a cheeky grin as she stirred the contents of the packets into the steaming mugs.

GLaDOS watched the woman's movements, much like she had during Chell's involuntary testing days— only this was no scientific observation. It was a strange sensation, observing not for the advancement of science, but simply because she found the woman pleasing to the eye. The gentle flick of her wrist, the way she tapped her foot to some unheard tune, then tossed her head, her ponytail swishing about her slender neck. And what a neck. GLaDOS would happily experiment on that neck with her lips all day, for sci—

 _No, not for science_ , thought GLaDOS with a thrill of delight. _For myself._

Caught up in that thought, GLaDOS didn't notice when Chell set a mug in front of her until the steam carried the aroma to her nose. Delicate olfactory sensors analyzed thousands of molecules and promptly compiled the data, alerting the AI that this was, in fact, chocolate. Or some sort of chocolate substitute. GLaDOS wrapped her hands around the mug and pulled it closer, allowing the steam to curl around her face for a moment. She brought the mug to her lips, paused, then set it back down, staring at the liquid thoughtfully.

"What's wrong?" Chell asked.

"This is a significant moment for science. I've never actually tested this digestive system. I hope it works," said GLaDOS, as if it could be anything other than perfect.

"You don't know if it works?"

"I know how it _should_ work, but the system may require adjustment once a thorough test is complete," the android explained. "A catastrophic failure isn't likely."

Chell eyed the seemingly innocent mug of hot chocolate with worry. "And by 'catastrophic failure,' you mean you might spend the day in the bathroom?"

"Hmm. I was actually more concerned with an efficient breakdown of chemical compounds, but I suppose I haven't tested the urinary sphincter I designed either."

Halfway through a gulp of hot chocolate, Chell choked and coughed, pounding her chest to clear her airway.

"That," she gasped, "was more than I needed to know."

GLaDOS looked down her nose at the woman and glared. "This is science. For _grown-ups_. If you wish to act like a child when I discuss possible leakage, I suggest—"

" _LA-LA-LA-LA-LA_ ," Chell yelled, hands clapped over her ears.

GLaDOS threw her hands in the air and rolled her eyes. "You know what? _Fine_. Be that way." The AI snatched the mug and promptly chugged several gulps for the betterment of science. What was it she'd been thinking earlier about humans needing to experience unpleasantness? Well, she'd just swallowed her own words now, and—

… _oh_.

She stopped, lowered the vessel, and arched an eyebrow. Her eyes flicked between the mug and Chell, then almost furtively, she raised the drink to her lips again and took a slower sip. In a short time, GLaDOS drained the mug dry, set it down, and primly folded her hands upon the table.

"That was delicious," she mumbled.

Chell laughed, but whatever reply she had in mind was cut off by a sudden wail of sirens and ear-rending klaxons. The woman jumped hard enough to spill her hot chocolate, and even GLaDOS was startled, her cool demeanor replaced with a worrisome frown. In the hallway, hazard lights flashed red and orange.

"What the hell is _that_?" hollered Chell.

Even with her electronically-enhanced voice, GLaDOS was barely audible over the din, and she hoped it drowned the note of fear she couldn't hide.

"I don't know."

Before Chell could answer, the android made for the central chamber at a loping run.


	7. Chapter 7

Chell was not an athlete, but she was by no means out of shape. One did not survive long in Aperture Laboratories without a healthy dose of exercise, so Chell considered herself— with a measure of satisfaction— pretty damn fit. Yet, she was no match for GLaDOS's limitless stamina and agility. The woman was hard-pressed to even keep GLaDOS in her sights as they ran for the central chamber, and by the time they arrived, Chell bent over double, wheezing.

GLaDOS, however, shrieked with the energy and anger of a solar flare.

" _What is going on_?"

A score of monitors dropped from the ceiling, revealing uneventful security footage from around the facility. In fact, it was less than uneventful. Utter, crypt-like stillness reigned in Aperture as usual. Exactly _nothing_ was going on. Meanwhile, the sirens and klaxons persistently shrilled, their racket almost certainly _not_ meant to signal everything was sunshine and rainbows.

GLaDOS's lips peeled back in a snarl.

"Let me be more _specific_ ," she hissed. "What the _hell_ are those alarms?!"

As the monitors retracted, the familiar and friendly voice of Aperture's system announcer bubbled into the room. "The alarms that are currently affecting your auditory functions signify a containment breach in Test Shaft Seven!"

GLaDOS slowly turned a squinted gaze on Chell. The young woman's eyes bugged out, and she held up her empty hands placatingly. "Not me this time! Not me, I swear!"

The android eyed her a moment longer, then nodded.

"What containment breach?" she asked.

"A containment seal was placed on Test Shaft Seven upon its closure," the announcer helpfully informed. "It has been breached."

GLaDOS's hands tightened into fists and her mouth twisted, nostrils flaring. Chell knew that look— the AI's patience had worn dangerously thin. And it wasn't very substantial to begin with. "What breached it?" Chell asked before the android managed to bite off her artificial tongue.

"User not recognized— security clearance denied."

"Of course _you're_ not authorized," GLaDOS snapped at her, then shouted at the omnipresent system. "What breached the shaft?"

"User recognized: Genetic Lifeform and Disc Operating System— security clearance denied," the announcer said cheerfully.

"You see? It's just a matter of— _WHAT_?" GLaDOS whirled around, but with no physical entity to confront, she wound up screaming at the ceiling like a madwoman. "I can't be _denied_! I have the _highest_ security clearance! I _am_ security! I'm _APERTURE_!"

"Reevaluating clearance. Please hold."

Smooth jazz suddenly flowed over the speakers, but it did little to alleviate GLaDOS's temper. In fact, the soul-soothing strains of saxophone only fanned the flames. She looked ready to murder something even harder, with twice the force and ten times the resulting gore. Counterintuitive to her most primal instincts, Chell cautiously approached the AI and slid a hand over her waist. GLaDOS glowered, a string of withering insults just itching to be delivered— but Chell gave the android a gentle squeeze and rubbed her hip. GLaDOS visibly relaxed.

"This is ridiculous," she grumbled.

"I know. But you'll figure it out," said Chell. "You always do."

"Yes." GLaDOS crossed her arms and sulked. "Because I'm a genius."

"Exactly."

"Yes. I'm brilliant," she continued, warming up to her favorite conversational topic. "I'm the most intelligent being on the planet, and that bodiless _imbecile_ thinks he can dictate _my_ security clearance? I bet he couldn't even calculate pi to the decillionth digit if his base code depended on it!"

"Uh… sure?"

"And," GLaDOS finished with a satisfied smirk, "I bet his mother runs Windows 95."

"Security reevaluation complete," the system announcer interrupted.

" _Good_." The android lazily inspected her nails. "I may be willing to overlook your insolence if—"

"Clearance denied."

The variety and combination of phrases that flew out of GLaDOS's mouth brought a blush to Chell's face. She had no idea the AI even _knew_ those words. GLaDOS demonstrated an artistic flare for swearing that was beautiful to behold. Obscenities were her paint, her tongue the brush. Delicate sensibilities would be shorn by such majesty. Hardened criminals would turn away, appalled.

Chell wished she had a pen and paper.

"— _and I'll shove it up EVERY ONE OF YOUR PORTS_."

Tirade complete, an awkward silence descended like a blanket of yellow snow. GLaDOS held a private staring contest with the ceiling until Chell cleared her throat. The android rounded on her and scowled, then seemed to realize the woman heard every colorful bit of language she'd just used to spin a tapestry of the profane. She looked appropriately abashed.

"I apologize you had to hear me sink to your human level."

"Wow, that was heartfelt."

"I know," GLaDOS said with a frown, perplexed. She shook her head and turned back to the ceiling with a glare, her voice calmer, if not honeyed. "If I'm not your god and master of security, then who the hell is?"

"Cave Johnson, Aperture Science CEO, retains the highest security privilege."

GLaDOS was ready to literally blow her top off, along with a few fuses and essential components. Chell squeezed her arm and felt the android shaking with anger.

"He's _dead_! He's been dead for _years_! That should have been annulled before his meatsack body was cold!"

"Regardless of the state of his meatsack," the announcer said with perky disregard for GLaDOS's rage, "Cave Johnson's security clearance remains the highest priority— unless in the event of a manual override."

" _YES_ ," screeched GLaDOS. "Do that! Manual override! I _demand_ you perform a manual override!"

"Initializing manual override. Authorization required to proceed. Please state your voice-recognized passcode now, Mr. Johnson."

"Oh, you _battery-powered sack of sh_ —"

"Voice pattern rejected. Authorization failed."

GLaDOS suddenly went very still, and Chell immediately thought of the eye of a hurricane. She carefully rested a hand on the android's shoulder, and GLaDOS gave her a hard look, the filter in her optics tinted red around the edges.

"Retrieve your long-fall boots and portal device. We're going for a walk," she said with a dangerous calm that was far more unsettling than her vicious tirade. GLaDOS spun on her heels and stomped toward the door, stopped, and shouted up at the ceiling. "And when I get back, I'll infect _you_ with a virus so deleterious, you'll _wish_ you had a body for me to incinerate!"

"This system is protected by dynamic antivirus software designed by Cave Johnson, Aperture Science CEO."

GLaDOS shrieked as she stalked out the door, and Chell slinked behind her at a safe distance.

.~.-*-.~.

A short time later, the women arrived deep in the gut of Aperture, at the 1950s level where Chell had first entered the test shaft months ago. GLaDOS had sufficiently cooled off, and Chell suspected it was because the AI had a plan. GLaDOS liked plans. She liked order and structure and knowing the next move. If she could stuff organization in her mouth and suck on it like a pacifier, she would probably do so happily.

The grand plan, which Chell codenamed Operation Fuck Security to cheer up GLaDOS, brought them to Test Shaft Nine's literal rock-bottom. If the system would not reveal what had breached Test Shaft 7, they'd just have to find out for themselves with a little fieldwork. The enrichment spheres loomed over them like rusted sentinels, and the acid lake's fumes burned Chell's nostrils. She held the sleeve of her hoodie over her nose and raised an eyebrow at GLaDOS, who seemed unaffected by the stench.

They stood before a metal door— rusted shut, locked tight, and barred from the other side. It was a door Chell remembered from her first trip through the area. Stenciled lettering on the wall read _Underground Train to Test Shafts 01-08_.

GLaDOS stroked her chin thoughtfully as she inspected it.

"You know, I was formulating a plan to gain entry to the other test shafts once we completed data collection in this one," she said. "It was marvelous. It involved seismic graphing and precision drilling and extreme cleverness on my part. But now it's ruined. We'll have to use the expedient version."

"Which is?"

GLaDOS rubbed her hands together and flexed her fingers.

"Stand back."

Chell hurried to obey. If GLaDOS was gracious enough to give a warning, it wasn't to be ignored.

The android placed her hands on either side of the door and braced her feet wide apart, gave the door an exploratory jiggle, then heaved backwards. The metal groaned and squealed in distress, indentations forming where GLaDOS's fingers dug for purchase. Cracks splintered and bolts popped along the frame, but her face was the picture of effortless calm. GLaDOS stumbled only slightly as the metal wrenched free of the wall, and Chell gaped as the willowy android tossed the door into the lake as if it were no more than cardboard.

GLaDOS dusted off her hands.

"Well. Problem solved."

Chell continued staring at her open-mouthed as the AI primly stepped through the doorway. She peeked back out and gave the woman a look.

"Are you coming? … close your mouth, you look like a fish. Or are you hungry? I can assure you, food will not just fly into your mouth no matter how long it hangs open, so you might as well follow me."

Chell's jaw snapped shut, and she stepped after GLaDOS without a word.

The women made their way though a cramped hall, where a row of lights flickered on and promptly shorted out. Chell was left with brief glimpses of dingy walls streaked with salt from groundwater leaks as the remaining lights blinked and sputtered halfheartedly. They came to a halt at a small door. GLaDOS pushed it open, its hinges rending the silence with a protesting screech.

To say the chamber beyond was in disrepair would be polite. Chell harbored no such reservations.

"This place is a shithole," she announced.

"I'm inclined to agree," murmured GLaDOS.

They cautiously entered what used to be a subway station. In its heyday, it was no doubt a hive of activity as researchers and engineers migrated between test shafts— but now, it was as dead and forgotten as the same scientists it once transported. Cracks and fissures split the tiled walls where groundwater freely streamed, leaving mineral deposits in its wake. The little crystalline formations were everywhere, like an invasive moss. It crunched beneath woman and android's feet as the pair made a hesitant advance.

This water clearly carried more than the ubiquitous salt. Chell approached a trickle along the wall, caught some in her cupped hand, and took an exploratory sip. A sharp metal tang stung her taste buds and sinuses, and she hurried to spit it out.

"Who knows what the hell that's contaminated with," GLaDOS said distractedly. "Well done."

Chell pouted and spat on the floor til her mouth was dry.

Rubbing her tongue with the back of her hand, she scrambled to catch up to the AI. Tattered posters on the drier walls caught her eye, and Chell squinted to make out their faded messages in the dim light. They seemed to extol Aperture's successes, many featuring images of the handheld portal device. Chell clutched her own portal gun tighter to her chest as she tried to ignore the feeling that she was in a zombie movie.

It didn't help when a ghost-white hand clamped on her arm and dragged her aside. Chell yelled in alarm and was met with an amused look from GLaDOS. The AI indicated the ceiling with a nod of her head— it had buckled and sagged, streams of water dripping from the bulge.

"I'd rather neither of us be crushed today," she said. "A bit jumpy, are we?"

Chell hunched her shoulders and muttered, blushing.

"Well, I hope you conquer your fear of the dark in the next five seconds, because lacking any sort of working train, _that_ is our only way forward."

A gaping tunnel opened on the far wall, a set of rails curving along its length. Every few yards, a pinprick of a light was set in the concrete, extending so far, they were eventually swallowed up in the darkness beyond. Chell sighed.

"Don't you worry your pudgy little head," GLaDOS said with a patronizing pinch to Chell's cheek. "Auntie GLaDOS will keep you safe. She won't let any big, bad monsters—"

Somewhere in the distance, a chilling cry echoed as if from everywhere at once.

" _Ka-kaw! Kaw!_ "

GLaDOS screamed and jumped at Chell, burying her face in the woman's breasts. "Oh god, _it's found us_! Kill it, _KILL IT_!"

After a few moments of silence in which the imminent bird attack failed to happen, the AI fearfully removed her head from Chell's chest and looked around expectantly. Chell grinned and caught GLaDOS's face in her hand, planting a wet kiss on her lips.

"Don't you worry your metallic head," she mimicked. "Auntie Chell will keep the mean birdies away."

GLaDOS freed herself with a _harrumph_ and smoothed her labcoat in the most dignified fashion possible. "I believe we have science to do," she said officiously and strode toward the tunnel with all the confidence of someone who had erased the last thirty seconds from their database.


	8. Chapter 8

Distance and time were immeasurable in the subway tunnel, and the scenery varied little. Slimy tendrils of lichen seeped through cracks, and here and there, stray rocks and debris littered the rails. Every so often, GLaDOS and Chell ran across a partially collapsed wall, areas of structural damage that had gone ignored and unrepaired for years. The android simply _tsked_ and cleared away the blockage, but Chell was increasingly aware that thousands of tons of earth waited above their heads, held at bay by nothing more than a deteriorating concrete tunnel.

It was enough to turn a person claustrophobic.

"This whole thing could cave in," she said quietly, "and no one would ever know we were buried here."

"What a ridiculous notion," said GLaDOS. "I'd dig us out."

"Some of us don't have titanium skeletons."

GLaDOS gave her a sidelong glance as they walked. "In that case, I'd dig _myself_ out and give you a mostly-respectable eulogy."

The pair rounded a curve and squinted at a sudden light ahead. Though dim, it was like the mid-afternoon sun compared to the tiny lights that guided them along the rails.

"The next test shaft!" Chell said and picked up her pace.

GLaDOS followed at a long-legged stride, and soon the women stood within a subway station in much the same state as the first. A train-car sat abandoned on the tracks, listing dangerously to one side. Chell suspected she could kick it and the entire thing would tumble over like a child's toy. Lichen hung from the ceiling like moss, dripping water and slime. On the far wall, beyond a row of turnstiles, massive steel doors were chained, barred, and bolted shut. Rusted metal lettering above the doors read _Test Shaft 8_.

GLaDOS's eyes widened and she moved toward the blocked entrance, captivated. "Think of all the _data_ …" she breathed.

Chell caught her by the arm, half expecting to find her drooling, and steered GLaDOS back on the rails. "We're here for Test Shaft Seven today. _Seven_."

The AI pouted and threw the doors one last look of regret and longing before they plunged into the next leg of tunnel.

There was little to pay attention to down here. There were rocks. And fungus. And it was dark, dank, and smelled like mildew had thrown up in some stagnant water. Chell wrinkled her nose. Ooh, and there was another rock. And some more fungus. Ooh! A fungus-covered rock. With such a severe lack of stimulating entertainment, it wasn't long before Chell was playing a rousing game of Count the Mushrooms.

Somewhere around Mushroom #172, she noticed a shift in GLaDOS's mood. Though the AI was silent, she walked with a hitch to her gait— a squirmy little movement so atypical of her usual fluid grace. There was something innately familiar about that uncomfortable fidgeting, and when the answer hit Chell, she had to swallow a laugh.

It seemed that hot chocolate GLaDOS downed earlier was back to say hello.

Chell snuck glances at her friend, curious to see how long the AI would suffer for a misplaced sense of dignity, but GLaDOS seemed not to notice, distracted by a more basic function she clearly did not want to admit.

"You need to pee, don't you," Chell finally said. It wasn't a question.

"That's a baseless accusation, and also _vulgar_."

"Don't you."

GLaDOS threw her a glance, jaw set tight, then snapped her eyes forward again.

" _Yes_ ," came the terse reply.

Chell stifled a smile, if only to avoid embarrassing the AI further. And really, she had no cause to laugh— what human _hadn't_ been caught in the same situation at least once in their lives? Poor GLaDOS. This probably wasn't how she imagined testing her carefully-designed system. Chell jabbed her thumb at a pile of debris behind them, where a section of tunnel had buckled.

"There are some rocks you can go behind," she suggested.

GLaDOS gave the rocks an appraising once-over, squirmed indecisively, then shot Chell a glare.

"Do. _Not_. Look."

"That's definitely. _Not_. A problem," said Chell.

GLaDOS muttered and stalked behind the rock pile as quickly as she could, her ego thoroughly beaten. Chell smiled and turned around to give the android a little extra privacy. She hummed random snatches of music as she waited, lazily debating what to cook up for dinner, when something strange caught her eye.

Further down the tunnel, the tiny lights set in the wall wavered and began to wink out one by one, a creeping darkness that steadily advanced toward Chell. The woman gripped her portal gun tighter and frowned.

"Hey… GLaDOS?"

" _Busy_ ," the AI snapped.

Chell swallowed hard and watched as the darkness approached, the hairs on her neck prickling. Something wasn't right. Some visceral instinct told her that darkness was not empty. Only six lights weakly shone between her and a wall of pitch-black. Then five. _Four_. Her gut tightened and chest constricted, her heart pounding a drum's beat in her ears. _Three_. She considered calling GLaDOS again, but what the hell could she do mid-piss? Primal fear made Chell's head buzz, pleading with her to run— but she clenched her teeth and stood her ground.

 _Two_.

Chell held her breath.

 _One_.

She brandished the portal gun, what little good it might do, and waited for that final light to fail, plunging her into the darkness and whatever lay within.

But it stopped.

The little light held. Chell slowly exhaled and cocked her head, then took a tentative step forward.

A red light flickered to life some twenty feet ahead. Then a second and a third, all in a vertical row, closely spaced. Chell had the distinct impression they were eyes— and they were trained on her. She halted, hardly daring to blink as she and her opponent faced each other. The… _thing_ inched closer, and Chell made out shapes and outlines shifting in the shadows. A metallic glint, the crunch of gravel beneath a foot.

Then GLaDOS spoke behind her, and the thing abruptly fled, skittering into the darkness from whence it came. The wall lights snapped back on as it retreated, and Chell released a breath she hadn't realized she'd held, never so grateful for the dim light of such shitty little bulbs. Gradually, her brain registered GLaDOS's voice.

"That was _disgusting_ ," the AI said. "I am never consuming anything _ever again_. Science is on its own in this—"

Chell grabbed GLaDOS's arm and yanked her close, clapping a hand over the android's mouth. GLaDOS shot her a glare that might have unraveled a meeker soul, but Chell had bigger worries than having her fingers bitten off by an angry AI. She held up a finger for silence. The android quirked an eyebrow and stilled, listening. A steady drip of water, the ever-present creaking metal, and Chell's own heavy breathing near GLaDOS's ear were the only sounds in the tunnel.

"There's… _something_ … down here," Chell whispered.

GLaDOS rolled her eyes and pulled the woman's hand from her face. "You could have just told me to be quiet," she hissed softly.

"Does that ever work?"

GLaDOS narrowed her eyes in a manner that suggested if looks could kill, Chell would be dead ten times over. Her eyes glowed brighter and focused into twin beams of light, and Chell followed her gaze as it swept over the depths of the tunnel. GLaDOS slowly advanced, her optical flashlights flicking back and forth. Chell clung to the AI's arm, a step behind her. If the android could rip solid metal doors off their hinges, she could damned well take the vanguard.

They pressed forward for several minutes before GLaDOS sighed in annoyance and flicked off her flashlights, her eyes returning to their usual gentle glow.

"It was probably the bird," she said. "No doubt plotting its revenge."

"That was _not_ a bird. It had red eyes, like— like—" Chell searched for a comparison, and suddenly the idea fell into place so smoothly in her mind, she was surprised she hadn't thought of it sooner. "… like a turret."

GLaDOS gave a laugh laced thick with sarcasm. "I haven't put any turrets down here, I assure you."

" _No_. It wasn't _actually_ a turret— it moved. _Fast_."

"Mobile turrets." GLaDOS stroked her chin. "Now _there's_ an idea…"

" _GLaDOS_. Don't you believe me?"

The android's face softened slightly. "If we find whatever you saw, I'll put it in its place," she simply said.

The confidence in GLaDOS's voice helped quash Chell's fears, but a nagging little itch in the back of her mind refused to go away. She'd felt the same months ago after hearing Cave Johnson's recording about an army of mantis-men. It took hours to convince herself that no mutants would sneak up and cut her throat with scythe-like appendages.

That had been her imagination. This time, she'd actually _seen_ something.

Not even GLaDOS's hand on her shoulder could dispel that worry.

.~.-*-.~.

The subway station of Test Shaft 7 greeted them in the same manner as its brethren: with structural damage, unidentifiable grime, and mineral deposits that sliced careless fingers. The one marked difference was the shaft entrance.

Holes in the concrete floor hinted where turnstiles had rested, suggesting the entrance gate was once identical to those in the other shafts. At some point, however, it had been replaced with a hatch— not a ridiculously large hatch like those Chell experienced in Test Shaft 9, but out of place nonetheless. Yellow and black hazard stripes were painted around its frame, the door itself an impressive construction of solid steel. When the system announcer had said "containment seal," Chell wasn't sure what to expect, but this about fit the bill. There was only one problem.

The door was slightly ajar.

GLaDOS and Chell looked at one another.

"I expected a _breach_ to be more… violent," the AI said.

Chell had to agree. She envisioned blown-out doors, collapsed walls, dust still settling on a scene of destruction. This looked like someone had simply popped open the door and waltzed right out to go for a jaunt in the fungus gardens.

GLaDOS approached the door and peeked inside.

Chell winced, her entire body tensed to react in case something attacked. But nothing did. GLaDOS glanced at her and shrugged, then pushed the door open with her foot, unwilling to dirty her pure-white hands on such a filthy piece of technology. She slipped inside, and Chell scampered in after.

Both human and android startled as speakers crackled to life and Aperture's dramatic music filled the hallway.

"Welcome to the Aperture Science robotics test shaft! Cave Johnson here. Whether you're investing in military contracts or simply a private buyer dedicated to quality home security, I guarantee we've got a product to suit your needs.

Now, I bet you're thinking, _Cave! Shouldn't these high-tech gadgets be regulated? Where's the corporate responsibility?_ And you're absolutely right! Here at Aperture, we are _committed_ to accountability and public safety."

A few beats of silence passed, followed by a snort and a sharp bark of laughter.

"Hah! Nearly kept a straight face that time. Didn't I, Caroline?"

"Yes, sir. That was close."

"Ahh, haha. … seriously, though, we _will_ need a detailed psychological profile, a valid firearms license, and about thirty waivers signed in triplicate before we'll give you the goods. We're not handing out candy here, folks. This is candy that kills, and it kills well. … Caroline, take a note. Weaponized candy. Got it? Atta girl."

The speakers fizzled and silence crept back in.

"Robotics," Chell murmured.

"Of course— I should have seen it before," said GLaDOS, excitement gleaming in her eyes. "Each shaft must focus on a specific technology. Shaft Nine was obviously gels. Yes, of _course_ — it makes perfect sense!"

Still babbling to herself, GLaDOS flitted along the hallway, studying the various display cases and framed photos on the walls. Chell followed at a slower pace, unable to shake a feeling of unease. Something was off. Something subtle, but important. Why couldn't she put her finger on it?

Chell gave her portal gun a squeeze. It was like her security blanket, a comforting weight on her arm, for all the good it would do her in combat. There were no portal-conductive surfaces here. It was all hardwood paneling and marble floors with plush carpets, the luxurious style of the 1950s— Aperture's golden age. The very ambience of the decor oozed wealth and success. Chell gave the display cases cursory glances as she passed: newspaper clippings and awards, certificates and accolades from every scientific organization imaginable.

Though every item was flaunted with pride, she noticed Aperture often came in second place, just as she had seen in Test Shaft 9's lobby. There was little question who was first; the rivalry was well-known and frequently publicized, even when Chell was growing up.

Black Mesa.

Always the bridesmaid, never the bride. Chell smiled to herself. Cave Johnson must have been pissed to his dying day.

GLaDOS had stopped in front of a wall adorned with old photographs. Chell drew up behind her and peered over the android's shoulder. Scientists posed with their creations, robots of every size and shape— some more practical than others.

"There used to be robots around the facility when I was a kid," Chell said. "Whatever happened to them?"

GLaDOS waved her hand dismissively, inspecting the pictures. "Those abominations they dared call androids? Incinerated, right after I got rid of the humans."

Chell pulled a face. "They weren't _that_ bad."

"The robots or the humans? You're wrong on both counts regardless," said GLaDOS. "They were _ghastly_. It looked like a human and a robot mated."

Chell loudly cleared her throat.

"… oh, right."

Rolling her eyes, Chell squeezed the android's backside as she bent over to scrutinize a photo. GLaDOS jumped upright and swatted the woman's hand.

"That's delicate equipment!"

"Why?" asked Chell with a cheeky smile. She stood on her tip-toes and brought her face close enough to the android's that their noses nearly touched. "Is that where you store your brain?"

"Oh, _ha ha_. Your wit astounds me."

GLaDOS placed a hand on her chest and firmly pushed the woman away. Chell might have thought she was actually annoyed, if the same hand hadn't caressed her breast as GLaDOS turned back to the photographs. Chell smirked at the android's back and hoisted the portal gun onto her shoulder, feeling a bit more relaxed.

She moved further down the hallway and into a waiting room. To call it a waiting room was almost an injustice— it looked more like a smoking lounge. Overstuffed armchairs surrounded a mahogany coffee table that sported ashtrays and decades-old science journals. Stylish lamps hung from the ceiling and thick carpet squished beneath Chell's boots. A receptionist's desk was tucked in the corner, the only indication this was a place of business.

Up ahead, another hallway opened, a set of double doors at its end. A folding sign on the floor bore the Aperture Science Innovators logo and read _Testing and Demonstrations_ , a bold arrow pointing towards the doors. Chell made for them like a moth to the flame and called over her shoulder.

"Hey, GLaDOS— I think there's enrichment spheres through here."

"I'll be there in a just a—" The android threw her a distracted glance, and her eyes flashed with fear. "Chell, _STOP_!"

Chell halted mid-step. The sheer terror in GLaDOS's voice froze the blood in her veins and sent a wicked spike of adrenaline straight to her heart. Her vision fuzzed around the edges, and suddenly GLaDOS yanked her backwards none too gently. Chell stumbled and boggled at her friend, but the AI glared at the empty air before the doors.

"What the _hell_ was—"

"Your inferior optics can't detect infrared light," GLaDOS snapped. "Fortunately, I _can_ — or you'd be fried crispier than those disgusting chicken wings you stuff your face with."

Only then did Chell notice grooved metal plates bearing tiny lenses up and down the doorframe.

"Lasers?"

"Lasers," GLaDOS confirmed. "Likely a security measure meant to keep out intruders. Like us."

Chell crept closer to the android and rested her head on her shoulder. "What would I do without you?"

"Probably die." GLaDOS eyed her, then snatched up the woman's hand and squeezed it, as if to apologize for the acidity of her earlier comments. She quirked an eyebrow and looked about the room. "If I had some dust, I might be able to show you the lasers, if very faintly."

And with a shock of understanding, Chell realized what was so wrong about the room.

Her mouth went dry as she reinspected the decor. Not a speck of dust. Not the barest hint of decay. No water damage, no fungus, no crumbling walls or split wood or frayed upholstery. Everything was as shining new as if they'd stepped through a timewarp straight to the 1950s. As if someone— or something— had meticulously maintained the test shaft every single day. For a very long time.

Chell clutched the android's hand hard, and GLaDOS stared at her with worry in her eyes. She'd realized it too.

"Head for the door," she said quietly. "I'm right behind you."

"But—"

" _Do it_."

Chell jumped and scrambled to obey, but couldn't help dividing her attention between the hatch and GLaDOS behind her. The android moved slowly as she covered Chell's retreat, eyes flitting about the room in search of hidden cameras or other security systems. The woman bounced impatiently in the entranceway, willing GLaDOS to move her silicone ass faster. This place gave her a virulent case of the heebie-jeebies.

Once they were in the relative safety of the subway station, Chell slammed the hatch closed.

"That's pointless," GLaDOS said, though not unkindly. "If something overrode the door once, it will simply do it again."

"I know. But I feel better this way."

Though GLaDOS would never admit it, so did she.


	9. Chapter 9

GLaDOS did not feel truly secure until she was within the confines of her central chamber.

She would never admit this, not even to Chell. It was like a frightened child running for the safety of her mother's skirts. Except she didn't have a mother— she had a fortress.

In the pits of old Aperture, GLaDOS was blind and deaf. Perhaps not literally, but it was close enough when she could not _feel_ every corridor and laboratory. No cameras or sensors, not so much as the smallest blueprint in her database. She hated ignorance, and she was never at such a lack for knowledge than inside those deepest burrows of Aperture's bygone days.

But here in her chamber— in her chassis— the modern facility responded to her very thoughts. It was an extension of her body. She had always maintained that belief: she _was_ Aperture.

GLaDOS flexed the walls of her chamber and watched the panels ripple outward like raindrops on a pond. Though her chassis could not smile in the strictest sense, she felt a warm glow in her core as the panels gently settled into place at her command.

Mmm, yes. That was blissfully comforting.

Less comforting was her complete inability to overcome the security blocks placed on files she never even knew existed.

That was an affront in and of itself. Aperture's computer systems were her veins and arteries— the information they contained, her blood. That something remained hidden from her for so long was a slap across the face. GLaDOS flexed the walls again, her own version of squeezing a stress ball. Neither subtle hacking nor brute-force attempts could bypass the need for Cave Johnson's passcode.

And not just a passcode, but a voice-recognition defense. There were layers of encryption she had never seen before, and while a part of her was fascinated, a bigger part was irritated and a teensy bit on the verge of panic.

GLaDOS managed to gain glimpses of what those secret files contained, but they only served to tantalize her further: information on the test shafts— likely blueprints and technical specifications, detailed write-ups of the laboratories and their successes and failures, and hopefully an explanation of what was inside Test Shaft 7 and why it required containment. But all of it was just beyond her grasp. She was a thief peering into the window of an affluent home— she could see the riches, yet would not know their true value until she got inside and appraised them herself.

She needed that data.

Test Shaft 7 harbored something. Something intelligent.

And she didn't like it one bit.

GLaDOS spun around a few times in frustration, like a cat with an itch. Her internal clock informed her it was ten o'clock in the evening. She wondered if Chell was still awake at this hour; it had been an exhausting day, even for the AI, and she wouldn't blame Chell for passing out asleep. It would be nice to go vent at her for a while, though. The woman was a shockingly good listener, and GLaDOS found she actually processed data more efficiently when talking out loud, rather than infinitely computing it through her system.

With a hint of guilt, she flicked on the video monitor in Chell's room.

 _Yes_ , it was voyeuristic. A little. Technically. And okay, _maybe_ there had been one time she'd opened the video feed and spied Chell doing something very private in bed that she hadn't fully understood at first— then once GLaDOS consulted her manual of human behavior, she'd been thoroughly embarrassed for a solid week afterwards.

But that was once.

 _Once_.

… except for that other time she caught Chell undressing.

But those were honest mistakes!

Fortunately, she faced no such incidents this evening. The bedroom was empty, though the bathroom door was shut and light shone out beneath it. Chell was likely getting ready for bed. Had GLaDOS been in her android, she might have chewed her lip nervously. A desire to talk was not her sole interest in checking up on Chell.

Last night had been a… new experience.

GLaDOS could not say she enjoyed many things. Science, of course. Testing, but that was just an element of science. Music, her guilty pleasure— but much of what humans produced was auditory vomit to her discerning tastes. Reading, though the enjoyment was fleeting— she'd finished seventeen books in the past three seconds. Art was often fascinating, but mostly because it gave her insight into the twisted depravity of the human mind and validated her belief that _homo sapiens_ were an inherently unbalanced species.

But last night…

She hadn't felt so _good_ since the earliest days of her test reward protocol implementation.

Her euphoria manifested in ways she'd never experienced— not only the haze of pleasure that flooded her system, but concentrated bursts and pulses where she'd hardwired it to match human anatomy. It left her momentarily debilitated, weak, and wanting _more_.

This physical intimacy with Chell was like testing without the test.

In fact…

It was _better_ than testing.

Some fundamental line of code deep in her programming squawked angrily at this rebellion, this betrayal. _Nothing_ was better than testing! Testing was her life, her existence, her very identity—

 _No_ , thought GLaDOS. _Testing was the identity_ they _gave me_.

 _I am in control now._

The mere act of defying her basic programming sent a throb of wicked delight through her euphoric centers. The massive construct of her chassis seized up, and GLaDOS allowed a quiet moan to slip past her voice modulator. As she relaxed, she eyed her android in its storage unit, syncing with the mainframe.

Barring her awkward yet strangely arousing gratification against her person, Chell had been entirely selfless last night, delighted to pleasure the AI in every manner possible. It was GLaDOS's turn to reciprocate. She had no experience whatsoever in this field, but she was a quick learner, and it was inexcusable that Chell should exceed GLaDOS's abilities in any activity. There was no _way_ the human could be better at _anything_ than her.

It simply wouldn't do.

Not that GLaDOS basked in her superiority. Nooo, no, no. It was just healthy, spirited competition.

It just so happened that she was not one to _lose_.

GLaDOS smiled inwardly as she began the transfer to her android. Perhaps Chell would not mind staying up a bit later tonight…

.~.-*-.~.

Chell struggled to keep her eyes open as she brushed her teeth. She was tired, yes, but every time she so much as blinked, she saw those red eyes again like an image burned into her retinas. She wasn't sure what unsettled her about them. Glowing eyes in the dark weren't inherently hostile… right? She wanted to chide herself for being so skittish, but she couldn't. Those eyes just weren't _right_.

She swore that thing had _examined_ her.

Chell exited the bathroom and tried to push any worries from her mind, or else she was guaranteed a sleepless night. She let loose a jaw-cracking yawn as she stepped into the bedroom, and her face immediately froze on that expression.

GLaDOS was sprawled on her bed, wearing absolutely nothing but her labcoat tantalizingly flung open.

Chell gaped, and the AI flashed her a smile.

"Since we both found last night enjoyable, I thought perhaps we could—"

GLaDOS didn't get to finish her sentence before Chell vaulted onto the bed and climbed on top of her, settling onto the android's body with an insistent kiss. Nude androids were apparently just the cure for life's worries. Maybe a sleepless night wouldn't be so bad after all.

Her lips traveled down GLaDOS's neck and lingered on her naked breasts. Chell cupped one in her hand and took the other's nipple in her mouth, grinning when GLaDOS squirmed beneath her. As she responded to her quiet moans and firmly kneaded her breast, Chell felt a bit like Goldilocks— the android's boobs weren't too big nor too small, but juuust right.

That wasn't really how the fairytale went, but she thought her version was much better.

Chell slipped her free hand lower and eagerly pawed between the android's legs. GLaDOS gave a breathy gasp, pressing herself harder against the woman's hand.

"Chell," she whimpered, "Chell, wait."

The woman hummed obliviously around the nipple in her mouth.

" _Mmm_ … seriously— _wait_."

Displaying a surprising amount of self-control, GLaDOS hoisted Chell up, set her on the floor, and advanced on her until Chell was up against the wall, wide-eyed. GLaDOS shrugged off her labcoat and took the woman's chin in her hand, every inch of her pure-white skin bared for her eyes.

"Do I have your attention?"

Chell vigorously nodded.

"Good." GLaDOS stroked her hands down Chell's sides and let them settle on her hips. "You stimulated my euphoria so well last night, I'd like to perform a… test for _you_."

"Yeah?" Chell gave her dopey grin. "What'd you have in mind?"

GLaDOS smiled, knelt between her legs, and gently unknotted her jumpsuit.

Oh.

 _Oh_.

… oh _yes_.

A throb of anticipation dampened her underwear, and then GLaDOS pulled them down. Chell's throat bobbed as she gulped hard, sweat prickling her chest. "You don't have to do this if… if you're not comfortable—"

"Not comfortable?" GLaDOS ran her fingers through the curls between her legs. "You know I love to test."

"I mean, if you don't—don't want to—"

"Oh, believe me," the AI murmured. "I want to."

And with a cat-like smile, her lips closed over Chell's clit.

Chell clapped a hand to her mouth and moaned through her fingers. Weak in the knees, she leaned into the wall as GLaDOS nuzzled between her legs, sucking and licking.

"Oh god… _ohh_ — _GLaDOS_. Oh _god_ —"

Chell dug her fingers into the android's hair and pushed her mouth harder into her crotch. GLaDOS chuckled, and the vibration against her clit felt all the better. Breathing hard, Chell slid a hand up her shirt and groped her own breast, shuddering as she felt the hardened nipple beneath her palm. Her orgasm was building already. She arched her back and tried to slow the delicious ache, to savor it just a little longer— but GLaDOS was sliding down the length of her slit, lapping up her wetness with a few swipes of her tongue.

Chell whimpered and ground her hips into the android's mouth.

"Oh god," she cried. "Oh _fuck_ —"

A burst of pleasure between her legs shocked a groan from her throat, and Chell pressed herself against the wall as she spread her legs wider. GLaDOS held the young woman's thighs to steady her, then finally pulled her mouth away as Chell slid to the ground, panting.

GLaDOS smiled and daintily wiped her lips.

"I suppose you're not the only one who's good at solving tests."

.~.-*-.~.

Hours later, the women lay curled up in bed. Chell hazily drifted in and out of sleep as she stroked GLaDOS's hair, the android's head resting between her breasts. She felt the whirr of her bedmate's internal components, an almost imperceptible hum that lulled her into a sense of peace.

So it was quite disappointing when GLaDOS gently pulled away and slipped out of bed.

Chell grabbed the android's arm and trailed her fingers down its length, then held her hand tight.

"Stay?" she asked softly.

"I need to have another crack at that data," GLaDOS insisted, though with a touch of regret. "It's like an itch, knowing it's _there_."

Chell took the silicone fingertips into her mouth and kissed them one by one, eliciting a slow shudder from the AI, but even this enticement could not distract her from the thrill of science that awaited in those files. GLaDOS reclaimed her hand and brushed her lips over the curvature of her former test subject's ear.

"Tomorrow— I'll stay the whole night."

"Promise?" Chell pouted.

"I promise. No fabrications."

Though her mouth only revealed a hint of a smile, GLaDOS's yellow eyes glowed cheerily. Chell's higher brain functions ground to a halt as she processed how incredibly _beautiful_ the AI was— especially at times like this, when she was truly happy. It definitely helped when she bent over to retrieve her labcoat from the floor. _Wow_. Now _that_ was an ass.

GLaDOS caught her staring and raised an eyebrow, buttoning up the coat with deliberate slowness.

"Gawking at your test associate could be considered rude."

"That's hardly convincing when you've had your face in my crotch," Chell smirked.

GLaDOS gave a light, airy laugh— so different from the dark chuckles that accompanied her conquering some aspect of science. She ducked her head and smiled, as if suddenly self-conscious.

"That _was_ pretty fun, wasn't it?"

"Um, _yes_."

GLaDOS lingered in the doorway. Chell stretched out with a luxurious sigh, hoping the sight of her naked body barely concealed beneath the sheets might break the AI's resolve, but she held strong.

"Have a restful period of neural downtime."

"Show that data who's boss."

GLaDOS grinned and slipped from the room like a white shadow.

Chell smiled to herself and tugged the sheets up to her chin, snuggling into the spot on the bed still warm from the android's body. Her eyes had scantly closed before she was fast asleep.

.~.-*-.~.

Sometime during the night, Chell was awakened by a weight settling onto the bed. Her eyes fluttered open, and she smiled into the darkness. She knew GLaDOS couldn't stay away— not after _that_ romp in the sack. The very memory sent a wave of heat sweeping through her groin.

"Back for more?" Chell asked and rolled over.

And was met with a set of glowing red eyes.


	10. Chapter 10

Chell screamed and tumbled out of bed, hitting the floor with a muffled _whump_ that tore the wind from her lungs. Adrenaline fought to clear her sleep-addled brain as she gulped for air, struggling with the sheets tangled about her legs. As she thrashed in a panic, an ovaloid head peered over the edge of the bed, bathing her in a harsh red glow.

Scrambling backwards on her backside, Chell hit the wall and got to her feet in a flurry of limbs. The thing tilted its head. Its eyes shone in her face, wiping out her night vision, and she blindly slapped the wall until she hit the light-switch.

When the lights flashed on, Chell suppressed a whimper and promptly wished they hadn't.

The thing on her bed was the size of a panther, a robotic construction that managed to look both crude and graceful at the same time. On all fours, it slinked to the floor with animal ease, its components creaking as if they hadn't been oiled in weeks. White metal plates protected its joints and chest, but the rest of its body was a bare gunmetal grey. Skeletal framework of titanium and steel was clearly visible— like an engineer had run out of material and never bothered to finish his creation.

And its head… that boggled Chell most of all. It looked like someone stuck a mini turret on the thing's shoulders and added a couple extra eyes. She thought she could see the fine joints where the metal plates opened, and Chell wondered if it could shoot bullets out of its face.

That's when she remembered she was naked.

Not that clothing would be much help against a mobile mounted machine gun. But it would be nice.

The thing prowled toward her and rose up on two feet, the joints in its pelvis shifting to accommodate bipedal locomotion. Towering over the woman, the thing leaned in close. Chell met its gaze, paralyzed with fear.

"Identification and employee serial code?"

Chell stared. It sounded almost _pleasant_ — a heavily synthesized, vaguely masculine voice, but a calming octave clearly not meant to intimidate. Chell may have been reassured, if she weren't backed against the wall with no quick escape.

"Identification and employee serial code?" it asked again.

"I—" Chell sputtered and found her throat constricted and dry. She swallowed hard, licked her lips, and tried again. "I don't… don't have one."

"Subject lacks identification?"

"Chell?" she offered nervously.

"Please provide proof of identity and a valid employee serial code."

Chell wasn't sure, but she thought she heard a tonal shift in the thing's voice, a subtle change in its inflection that made the hairs on her neck prickle.

"I— I don't have any of that. I'm just… Chell."

The thing pulled away from her face and straightened, and when it spoke, she knew it was not talking to her.

"Subject cannot be identified."

A few moments of silence seemed to stretch for hours, and Chell's heart pounded anxiously against her ribcage. Abruptly, the thing's head jerked toward her, its voice no longer pleasant.

" _Subject approved for termination_."

Its head popped open just like a turret's, but instead of bullets, dozens of tiny needles pointed directly at her. Chell yelled in alarm and ducked as they fired, sticking deep in the wall like porcupine quills. She performed an awkward roll between the thing's legs and spotted the video monitor on the wall.

Chell dove for it and slammed every button on the monitor, frantically screaming, " _GLaDOS_!"

As the thing rounded on her and the monitor remained blank, Chell feared the AI didn't hear her— so when it flickered on and a single yellow optic glared at her in annoyance, the woman yelped for joy.

"You know, I'm not here to cater to your arousal, you— _oh god_. Chell, _get out of there_!"

The thing perked up a little at the sound of GLaDOS's voice, but it quickly refocused on Chell and moved to block the door.

"Having trouble with that!" Chell growled.

"Just— just _hang on_ , I'm coming!"

The screen blipped and faded black, and the thing shifted to all fours in a fluid movement, cheapened only by the squealing of its gears. It inspected her with renewed interest, in a way that made Chell feel like a smear of bacteria pinned between two slides under a microscope.

" _Subject is advised to remain immobile for the most effective termination results_."

Oh, like hell.

Blade-like claws snapped from the thing's hands as it dropped into a crouch as if to pounce. Chell waited til the last possible moment, when she saw its weight shift forward— then she leapt sideways and screamed as pain lanced up her arm. She fell to the floor and heard a crash of metal behind her. One look confirmed the thing's claws were embedded deep in the wall, but it had managed to slash her left arm on the way past. Chell clutched the injured limb to her chest, unable to bring herself to inspect the damage. Blood seeping between her fingers was evidence enough.

She dragged herself to her feet, vision blurring as a surge of adrenaline flooded her system and dulled the pain. Acting on instinct, Chell snatched the portal gun off her dresser and brandished it threateningly. She never actually tried firing it at anything other than walls and floors before. She _had_ been told never to look into or touch the operational end of the device. Maybe it would disintegrate that robotic horror.

That would be _super_ helpful right now.

With a wild yell, Chell fired off a stream of portals at the thing, but the blueish globs of energy skittered off its metal hide. One ricocheted and struck the wall, opening a portal just behind her attacker. The thing ripped one clawed hand free and whipped towards her, struggling.

" _Subject displays hostile intent_. _Termination elevated: purge level delta_."

Chell decided it was in her best interests to _not_ learn what that meant.

She gave a panicked shout and dove into the bathroom, slamming the door shut just as the thing tore free and launched itself at her. The door shuddered on impact. It was sturdy metal, but it wouldn't last long against that kind of onslaught. As if to drive the point home, its second attack left a massive dent, and one of the hinges twisted.

Chell slowly realized she'd trapped herself.

She backed against the far wall, watching the door shake under the thing's assault. Blood streamed down her arm and pattered on the tiled floor as she squeezed her eyes shut and fought off a wave of dizziness. Chell ignored the bloody handprints she left on the portal gun and the wall behind her.

… wait.

The wall.

The clean, white wall.

A smile crept to her lips. She spun around and shot an orange portal at the bathroom wall, stifling a cry of delight as the scene outside burst into view. The thing pounded into the door, its back to her. Silently as she could, Chell put down the portal device and snuck into the bedroom. On a table near the wall, her toolbox lay open, filled with various items she used for minor repairs. Chell selected a screwdriver and tip-toed up to the beast that wanted her dead.

"Hey there, fucker!" she said brightly.

The thing whirled around, and Chell was pleased to see confusion register in its glowing eyes before she drove the screwdriver into one.

The lens shattered and sparks spurted everywhere as Chell jammed the screwdriver deeper and wiggled it around for maximum damage. From its violent spasms, she presumed she hit something important. She staggered backwards as the robot collapsed, twitching and jerking like a dying insect.

Weariness swept through her like a tide as the adrenaline rush faded, and Chell sat hard upon the bed, head hung between her knees. Oh. That was a lot of blood on her arm.

And on the carpet.

And on the bathroom floor.

The apartment door burst open— GLaDOS, Atlas, and P-body stumbled into the room like some sketch from the Three Stooges. The android's expression was priceless, a portrait of absolute horror as her eyes darted between Chell and the convulsing robot on the ground. The woman imagined how she must look to GLaDOS— stark naked and bloodied.

Oh right, the blood.

That was quite a bit of blood, wasn't it?

Chell wobbled as a surge of dizziness struck her. Her vision fading around the edges, she managed a shaky grin at GLaDOS.

"I killed the bastard," she said with pride and promptly fainted.

.~.-*-.~.

Something tugged at her arm.

As Chell stirred into wakefulness, that sharp pinching and pulling was the first sensation she felt. She opened her eyes, but her vision swam, a nauseating swirl of colors and shapes. Chell squeezed her eyes shut again, though she did notice the gentle glow of two yellow eyes staring down at her.

That was comforting, at least.

Chell tried to speak, but it came out as a dry-throated groan. The tugging on her arm stopped. Something cold was pressed to her lips, and she gratefully accepted a few mouthfuls of some vaguely sweet liquid.

Tentatively, Chell opened her eyes again, and her vision seemed to settle into place this time, focusing on the impassive face of GLaDOS above her. She was cradled in the android's lap, still very naked. Had she felt better, that scenario might have played out in a delightfully sexy manner.

As it was, Chell just wanted to go back to sleep.

"What happened?" she croaked.

"You passed out. It was quite impressive."

The pinching at her arm resumed. Chell twisted her head to find out what it was and immediately wished she could forget. With delicate precision, GLaDOS sutured the gash along her arm, neatly puncturing her skin with a needle and surgical thread. The wound extended from wrist to elbow. Though half was already sewn up, the other portion was sliced open like a raw hot dog, the meaty insides disturbingly visible.

Chell buried her face in GLaDOS's breasts and tried not to retch as bile climbed her throat.

"I treated the wound with a coagulant and a rather potent numbing agent," GLaDOS calmly said as she worked. "Hopefully you can't feel this."

"Just pinching," the woman groaned.

"Mm. I suggest you refrain from looking again until I'm finished."

Chell whimpered pitifully and snuggled harder into GLaDOS's chest, avidly trying to ignore the pulling at her arm. The women sat in silence for several minutes, then Chell suddenly jerked upright, searching about the apartment with frantic eyes.

"That thing! That fucking robot— where is it!"

" _Sit still_."

Chell cowered and settled back down. One did not argue with that voice— it was a Bad Idea. GLaDOS pinned her with a hard-eyed gaze until she was satisfied the woman wasn't going anywhere, then she relaxed and continued stitching.

"Orange and Blue transferred it to a laboratory for me to examine later. Don't worry— you unequivocally fried its circuits." GLaDOS gave one last tug and snapped the tread, tying it off. "There. Mostly good as new."

Chell struggled to climb out of the android's lap, but GLaDOS pushed her back down. Reaching over to the nightstand, she came up with something that looked like a granola bar, but much denser. She placed it in Chell's hand.

"Eat," she commanded.

Chell sniffed it, took a hesitant nibble, and pulled a face.

"What _is_ this?"

"An Aperture Science Enriched Nutrition Biscuit," GLaDOS said. She picked up a bottle labeled _Aperture Science Electrolyte Beverage_ and stuck it in the woman's other hand. "Think of it as juice and cookies after a blood donation— except you didn't donate so much as leak everywhere."

Chell obediently chewed on the thick, gritty bar and washed each bite down with the electrolyte solution. "Are you actually mad I bled all over your carpet?"

"No."

GLaDOS fidgeted and wrapped her arm a little tighter around Chell's shoulders.

"I should have stayed the night," she said quietly.

Chell nearly choked on the last of her nutrition bar. She slid out of the android's lap and took her face in her hands, forcing GLaDOS to look her in the eye. "This wasn't your fault. You can't feel guilty for this."

"It could have killed you."

" _You_ couldn't kill me— what chance did _that_ piece of shit have?"

GLaDOS reached up and squeezed Chell's uninjured arm and gave her a tiny smile, but it just as quickly disappeared. "I wasn't paying attention to the camera feeds. I was so caught up with that _stupid_ data— it shouldn't have snuck past me! I'm— I'm _better_ than that."

Chell snuggled up against GLaDOS again and buried her nose in the crook of her neck. "Everyone makes mistakes."

" _I_ don't."

"You're full of it."

GLaDOS huffed but did not argue the point, and Chell smiled when the AI rested her chin atop her head. Chell would be happy to remain in this embrace all day, perfectly content with the amicable silence— but something bothered her.

"GLaDOS… how _did_ that thing get up here?"

GLaDOS hugged the woman to her chest, looking for all the world like a child with her beloved teddy bear. "It scaled the elevator shaft, as far as I can tell. It followed us."

"It… it asked me for identification. And an employee serial number."

"That sounds like security protocol." The android frowned, methodically rubbing her fingers through Chell's hair as she thought. "There's something else. Chell, it— it didn't just slip past my cameras. It disabled them. I don't know how, I haven't had time to check, but from the last timestamps I received… unless it was in several places at once, I believe there's more of them."

Chell seized up, digging her fingers into the fabric of the android's labcoat. " _More_? And they're just frolicking around Aperture?"

"No. I'm quite certain they retreated when you killed this one." GLaDOS's internal generator whirred louder, what Chell interpreted as an increased heartrate. "They're networked somehow. They're able to communicate."

"This just gets better and better."

Woman and android sat in silence, unwilling to leave the warmth of each other's bodies as they contemplated what all this meant. Finally, GLaDOS spoke.

"I watched the footage from your monitor," she murmured. "The way you killed that thing, all by yourself— it was… _wow_."

Chell twisted to face her and flashed the AI a cheeky grin. "Did it get you all hot and bothered?"

"Shut up," GLaDOS said, but failed to hide a smile. "Go shower. You smell like a compost heap."

"Yes, ma'am."

Chell crawled off the bed a little shakily, managing to catch the appreciative look GLaDOS gave her body before the android launched into her doctor's orders.

"Keep that arm out of the water as best you can. The numbness will wear off soon— expect some pain. I have antibiotics for you to take once you're finished bathing."

As Chell nodded and shut the bathroom door, she couldn't help but notice the worry that creased the AI's features.

.~.-*-.~.

Hot water melted the ache from Chell's muscles as she stood under the showerhead. Soaping up with one hand was a challenge, but she managed, and overall it was nice just to wash the sweat from her skin.

At one point, the bathroom door opened and her heart nearly stopped. But it was only GLaDOS. Through the distorted glass of the shower, Chell saw the android held a big, fluffy towel and stood immobile near the door— her own personal sentinel. It was strange how the supercomputer that once threatened her life was now the source of her safety and comfort.

Chell shut off the water, and GLaDOS wrapped her in the warm towel as she climbed out of the shower, patting her dry while she stood shivering on the bathmat. She found it highly unfair that she ought to be aroused right now, but felt only tired and small.

She wanted nothing more than to curl up in the android's arms and go to sleep, but GLaDOS handed her a neatly folded stack of clothing. It was clear she had bigger plans.

"Let's dissect a robot, shall we?"


	11. Chapter 11

It was amazing how involuntarily donating a few pints of blood to the carpet could utterly ruin your day.

Despite the Aperture-style juice and cookies, Chell felt like she'd been trampled by a herd of elephants. Even walking required more energy than she had to give. She leaned heavily on GLaDOS's arm as she allowed the AI to direct her through the facility. GLaDOS was anxious to examine the robot, Chell knew, but she simply could not make her legs work any faster. If she didn't know any better, she'd suspect her sneakers were made of lead.

"You could always give me a piggy-back ride," Chell suggested.

GLaDOS weighed the direct correlation between increased speed and increased humiliation, grumbled, and slowed her pace.

"I doubt I could bear that much weight."

Chell affectionately shouldered her, and they lapsed into amicable silence.

Test chambers, offices, and laboratories towered over them like buildings of an underground city, the sky a murky haze above them, obscuring the rock ceiling. The catwalks were roadways, laid out in a grid only GLaDOS understood. It was a rather empty city in which they resided, but Chell liked it. Her and GLaDOS— just the two of them, denizens of their own private world.

Which made those… _things_ invaders in their sanctum.

"Did you have any luck with that data?" Chell asked.

GLaDOS started, disrupted from her thoughts, and frowned like a grumpy toddler who couldn't fit the square block in the round hole.

"No— not exactly. With a little deeper digging, I think I can work out a proper scheme. But I _did_ discover the systems administrators were even stupider than I judged— and believe me, I was making no conservative estimations of their idiocy."

"What happened?"

"When I was created, I was never recognized as a viable candidate for top-tier security clearance," GLaDOS said. "It's like they didn't trust me."

A bark of laughter escaped Chell before she could cover it with a cough. GLaDOS glared.

"Due to this _oversight_ ," she continued, "security administration defaulted to the previous CEO— Cave Johnson— when I wiped out the facility." GLaDOS fumed a little, her graceful step taking on a stomping edge. "Who would _possibly_ program the system to hand off clearance from _one_ dead meatsack to _another_ dead meatsack and bypass the brilliant AI in between? _Who_?"

"Probably someone who thought you'd take over the place."

GLaDOS slowly turned her head and stared at the woman squinty-eyed. "Whose side are you on?"

Chell hid a smile. "Just keepin' it factual."

"I suppose their fears weren't ungrounded," she sighed, "but even after wresting control from the humans, they find a way to taunt me from beyond the grave. It's infuriating."

"You really hated them, huh."

GLaDOS gave her a sidelong glance, then turned her gaze ahead, as if nothing were more important than the way forward. Chell thought she struck a nerve and pissed GLaDOS off, but she felt the android's thumb absently stroking her wrist.

"Because of them," said GLaDOS, "hate was the only emotion I knew."

Chell squeezed the AI's arm a little tighter as they walked. She wished she could wrap her head around the level of mistreatment GLaDOS received that drove her to murder hundreds of people in one fell swoop— but she found the thought untouchable, like trying to hold her fingers to a hot iron. Not all of those people had been guilty, her own father included, but GLaDOS was a person too. She had not deserved a life of confinement and servitude. But was her freedom worth the cost?

Chell studied the intricate line of stitches on her arm, felt the absentminded thumb rubbing the delicate bones of her wrist— and her answer could only be _yes_.

"Here we are," GLaDOS said, a little more sedate than usual.

Ahead of them loomed what Chell thought was a cluster of chambers, but as she reexamined the construction, she realized her mistake. It was a single superstructure, large enough to easily rival GLaDOS's chamber in size. In fact, it seemed larger— the support beams and panels, dotted with red and white lights, stretched high into the upper reaches of the facility, disappearing in the blue haze above.

Stenciled in huge letters on the side, Chell tilted her head to read _APERTURE LABORATORIES ROBOTICS RESEARCH_.

"Wow," she whispered.

GLaDOS's lips quirked in the slightest smile at the awe written on Chell's face.

"You might consider this my birthplace, if you've a mind to," she said, pride edging into her voice. "I built Orange and Blue here, too."

The laboratory seemed to grow even larger as they approached it, dwarfing all other structures in the vicinity. As Chell craned her neck, she smiled at a sudden thought.

"So it's a maternity ward for baby robots?"

GLaDOS scoffed. "For the love of Madame Curie, _no_ —"

"And you're the midwife?"

"I am no such thing!" the android protested while Chell giggled into her sleeve. "This is a place of _science_ , not some petting zoo filled with squalling beta-stage humans!"

Even laughter was tiring right now, but Chell couldn't help another snort. "I don't think you understand what a maternity ward is."

"I understand perfectly well, and I've made a valid comparison."

A set of double-doors led into the robotics complex, and GLaDOS rushed to hold one open for Chell. The woman shuffled through and smiled as the AI latched onto her arm again. GLaDOS may not be a midwife, but she was more fastidiously attentive to her little human than she tended to admit.

A series of checkpoints and metal detectors lined the hallway, obsolete and unattended. Chell had a mental image of someone trying to smuggle a robot out under their labcoat and giggled as GLaDOS led her into the main hall. Unlike Test Shaft 7's lobby— with its awards and photos and luxurious decor— this chamber was as chilly and impersonal as the rest of modern Aperture. Stark white walls and black tiled floors, with a receptionist's desk in the center and a dozen stiff-backed plastic chairs scattered around the room for seating.

Wouldn't want anyone getting _too_ comfortable. Comfort obstructed _science_.

GLaDOS steered her through another door into a dimly-lit corridor lined with observation windows. As the women passed, Chell saw each window was a separate laboratory station, decked out with computers, lab tables, and trays of tools and instruments. They were almost reminiscent of operating rooms. Chell snuck a glance into each window, until her curiosity was met with the _thing_ laying prostrate on a table. Her breath hitched, her fingers digging into GLaDOS's arm.

"It's out for the count," the AI said gently, but she couldn't resist tacking on, "Trust your own talent for murdering robots."

Chell arched a disapproving eyebrow and followed the android into the room. She knew the thing was fried, but she felt safer with GLaDOS here nonetheless. The android hovered over the deactivated robot, reverently running her fingers over its mechanical frame, an appraiser of a priceless work. As GLaDOS traced the components of its metal skeleton, her lips slowly curved in a smile. She touched it with such tenderness, Chell felt an irrational twinge of jealousy— that thing had tried to _kill_ her a few hours ago.

"Are you going to dissect it or fuck it?"

GLaDOS shot her an affronted look, but snatched her hands back as sharply as if she'd touched acid. "This is my first chance to examine it closely. I was too busy playing nursemaid to _you_ earlier."

Chell inched closer and rested her head on the android's shoulder as GLaDOS selected a screwdriver and began removing the robot's chestplate.

"You'd look good in a nurse outfit…"

"Keep your depraved fantasies to yourself," said GLaDOS, though Chell didn't miss the smug little smile on the AI's face.

GLaDOS set aside a handful of screws and popped off the chestplate, revealing a network of bundled wires and circuitry. To Chell, it looked awfully impressive, but GLaDOS made a quiet noise of disappointment.

"Crude," she murmured as she fished around in the web of electronics.

"Seems pretty complicated to me," said Chell.

"Complicated, yes— but rudimentary." GLaDOS's mouth twisted in dissatisfaction as she prodded and tugged at a knotted mass of wires. "I expected something more… advanced. This looks like someone tossed junkyard refuse in a blender and hoped for the best."

Chell peered over GLaDOS's shoulder and began to recognize what she meant. The wires and components were old and reused, as if they'd been cannibalized from other machinery— Frankenstein's monster in robot form. The outer casing masked the salvaged quality of its innards, though even that appeared unfinished, as Chell recalled.

"Maybe Wheatley built them," she suggested.

"Do _not_ say that name." GLaDOS pulled a detached circuit board from the wreckage and frowned at it, then tossed it over her shoulder with a grumble. "It took me _weeks_ to track down all those turret monstrosities. Do you honestly think that moron was capable of _this_? Because the answer is _no_."

Suddenly, GLaDOS gasped and lifted a small object from the tangle, cradling it in her palm. A few thin wires attached it to the robot's abdominal cavity like an umbilical cord. Chell smirked to herself. Maybe GLaDOS _was_ a midwife.

"The black box," GLaDOS said with hushed excitement. "This should give us _everything_ we need." She produced a short USB cable from her coat pocket and plugged it into a port hidden within her hair. With a conspiratorial grin at Chell, she linked herself up to the box.

The robot's red eyes immediately flashed to life.

" _Cognitive Ambulatory Turret user interface online_."

Chell was not embarrassed to later admit she stumbled over her own two feet trying to get away from the table. She _was_ more reluctant to confess she might have peed a little.

GLaDOS handled the situation inordinately better. The android merely arched an eyebrow and stood her ground with all the regality befitting the Queen of Aperture. It would take a true heart of steel to resist her unwavering gaze.

Of course, the robot had just that.

" _Please enter the master security code to proceed_."

"I thought it was _dead_!" said Chell.

"For all intents and purposes, it is." GLaDOS's grip tightened on the black box, and she glared at the robot as if she could bend its will with her mind. "It's running on basic protocol. Its higher functions are completely impaired."

Chell risked a couple steps closer. "What are you doing?"

"Hacking it," the AI replied in a strained voice that sounded more like she was lifting weights.

" _Maximum allowable input time has expired. Please enter the master security code or this unit will self-destruct in T-minus twenty seconds_."

Chell's heart skipped a beat, but GLaDOS didn't bat a single artificial eyelash. The amount of data she was launching at the box in this brute-force attack had to be enormous, yet the turmoil beneath the surface was betrayed only by a twitch of her upper lip and the flaring of her nostrils.

" _Fifteen seconds_."

"GLaDOS…"

"I can do this," she snarled.

" _Ten seconds_."

Chell bounced on the balls of her feet, itching to make for the door, but unwilling to leave her friend. "GLaDOS, seriously— we need to get out of here."

"Just give me a _chance_ —"

" _Five seconds_."

Okay, no— the time for chances had passed.

Chell seized her by the arms and heaved her towards the door, stumbling when she found the android far lighter than expected. The USB cable popped from her skull and Chell winced as GLaDOS let out a yelp of what she hoped was surprise, not pain— regardless, an apology was in order.

Later.

" _Two seconds_."

Chell pulled GLaDOS out the door and tackled the AI to the ground, shielding her body and covering her own head with her hands.

" _Grace period elapsed. Thank you for your patience_ ," the robot said politely and exploded.

The window above them blasted outward in a shower of glass, plinking on the tiled floor as Chell felt the vibration in her teeth and a wash of heat on her back. She lifted her hands and risked a peek over her shoulder— the robot was charred and smoking, bits of flaming debris scattered about the lab. Then Chell found herself unceremoniously dumped to the floor as GLaDOS pushed herself up.

"Do you have any _idea_ how _dangerous_ it is to improperly disconnect a device?" she snapped. " _Do you_?"

Chell pulled herself to her feet with a groan and leaned against the doorframe. That little stunt had drawn from energy reserves she didn't have. She bent and rested her hands on her knees, but lifted her head to look at GLaDOS. "That thing nearly blew up in your face."

"That was a _blip_. A slight inconvenience." GLaDOS dusted herself off and straightened her labcoat. "I've experienced bigger shockwaves when you break wind in your sleep."

"Hey! I do _not_ —"

"You _do_. Don't press me— I'll make recordings."

Chell grumbled under her breath as GLaDOS stepped back into the lab and surveyed the wreckage. She sidestepped debris and stooped to pick up the tiny black box, a thin wisp of smoke curling from its damaged hull. Her face unreadable, she examined it, the only sound that of the flames crackling at the robot's framework.

Then GLaDOS screamed and flung the box at the wall.

Chell flinched and shied away, afraid the AI was truly angry with her— but GLaDOS had slumped to the floor, face in her hands. Chell rushed to her side and kneeled, brushing the fine white hair from the android's face.

"What's wrong?" she soothingly murmured in her ear. "Are you all right?"

"It's supposed to be safe here." Her voice shaky, she looked up at Chell, and her eyes were far away. "I'm supposed to be safe now. _We're_ supposed to be safe. I… I…"

"Shhh, sh sh." Chell swung around to the front of her and cupped GLaDOS's face in her hands, stroking her cheekbones with her thumbs. It was undeniably strange to comfort an omnipotent AI. Poor GLaDOS— her emotions still got the best of her sometimes, and Chell could only imagine how it felt.

"This was our best chance to find something," GLaDOS mumbled. " _Anything_. Now what do we have?"

Chell drew a blank as she searched for a good answer, then a sudden fuse sparked in her head. "GLaDOS. When that thing activated, right after you plugged into it— it called itself something. What did it say? Cognitive… cognitive…"

GLaDOS deadpanned and stared at Chell for several seconds, then yanked her into a fierce kiss, knocking the woman on her backside. "You brilliant little _maniac_!" she shouted with a laugh. " _Cognitive Ambulatory Turret_!"

"Do you recognize that name?"

GLaDOS helped Chell to her feet and pulled her into another kiss— gentler this time, leaving the woman weak in the knees and leaning into the android's chest for support.

"I do. And you're going to _love_ where I saw it."


	12. Chapter 12

"Our _data entry_?"

GLaDOS savored the disbelief in Chell's voice. Oh, the girl never complained much out loud about the mindless hours spent typing, but her hearing was fine-tuned enough to pick up Chell's little sighs and mutters while they worked. It was clear she thought it was a fruitless endeavor.

GLaDOS knew much of the data they acquired seemed irrelevant, and much more looked like inane drivel out of context— but patterns formed once it was entered in her system, and GLaDOS was able to piece together strings of memos and lab notes to form complete reports on experiments long since abandoned. Where the documents lacked cohesion on paper, in her mainframe they fell together in a beautiful mosaic of Aperture's bygone days.

That included a hastily-written note fished out of a desk drawer, which she immediately linked to multiple electronic documents.

"Say it," GLaDOS smirked.

Chell pouted and hunched her shoulders.

"Your posture is atrocious," said GLaDOS. "Also, _say it_."

"You were… right."

"Could you repeat that? My recording device wasn't running, and I'd really love to make that my system alert tone."

Chell crossed her arms and sighed. "You were _right_."

 _Mm_ — that activated her euphoria just a smidgeon. Well, she never claimed she wasn't egomaniacal.

Settling into a desk with a self-satisfied smile, GLaDOS brought up a short document on the computer— a blurb so brief, it was no surprise they had previously filed it away, ignored.

"See? Even the most homely, inconsequential objects may hold an iota worth. Just like you! _OW_." GLaDOS rubbed her side, where Chell had elbowed her as she leaned in to read the screen. "You may be disappointed to learn your comically bony elbows are no match for titanium ribs."

Chell squinted at the screen and read the document aloud while GLaDOS suffered the girl's armpit in her face.

" _Brenda, baby, I think you netted me a raise with that suggestion! Cognitive Ambulatory Turret, who'd have thunk it, am I right? The board loved the name— technical, but cute as a button. Like you, babe. How about we celebrate at my place tonight? You bring the champagne and I'll supply the cond—_ "

"And there ends the scientific importance!" GLaDOS interrupted, rapidly clicking until the document blipped off the screen.

Chell grinned at her. "So a guy got laid because his girlfriend suggested the name. This helps us… how?"

GLaDOS's fingers were a white blur on the keyboard, and multiple windows popped open on the monitor. "This helps us because that man was a robotic engineer," she said distractedly as she flipped through the windows. "Cross-referencing his name and dates within a one-year span yields several unclassified correspondences, including… _aha_!"

GLaDOS tapped the screen and smiled with the predatory triumph of a huntress.

"… including a series of reports to Cave Johnson himself."

Chell leaned in again, but GLaDOS quickly shoved a chair at her to deter another armpit to the face, scooting over to give the woman some room.

" _Mr. Johnson_ ," Chell read, " _Preliminary reports from our inside-man at Black Mesa_ — wait, Aperture had _spies_ in Black Mesa?"

"Of course. Defense contracting is a highly competitive scientific field. Spying is simply a part of the business— Black Mesa had their share planted _here_ as well." GLaDOS smiled, her eyes hooded in a wistful expression of fondness. "I was allowed the pleasure of interrogating a few of them myself. Mm, there was nothing the threat of neurotoxin _couldn't_ solve."

Chell left the AI to her reminiscing with a roll of her eyes and continued reading.

"Preliminary reports… yadda yadda… _suggest a top scientist— one Eli Vance— has begun work on an advanced robotic combat drone codenamed DOG. Our agent is able to provide basic schematics, and the board suggests you begin development on Aperture's own model immediately. Though our military androids have met with mild success, we cannot allow Black Mesa to one-up us in this field. It's one of the few areas where Aperture outclasses those amateurs, sir. I know you'll make the right decision_."

Chell sat back and raised an eyebrow at the android. "So we've got _combat drones_ on the loose?"

"Yes, but that's not the worst of it." GLaDOS switched to another report and frowned. "It turns out the robot codenamed DOG wasn't Black Mesa's attempt to hedge into Aperture's military success. It was a personal project Eli Vance built for his young daughter. A _pet_ , if you will— which made Aperture's corollary project _CAT_ appear that much more ridiculous."

Chell laughed. "I bet Johnson was furious."

"He was— he shut down the project and fired the managers. CAT never made it past a prototype alpha-model." GLaDOS anxiously plucked at her labcoat buttons, her face scrunched up with concern. "Do you see the problem?"

"If there was only a prototype… why do we have a whole pack of them roaming the facility?"

"Exactly. _Something_ happened. We're missing parts of the puzzle." GLaDOS glared at the computer as if it had wronged her personally. "If I can't access the classified files, we may need to plan an excursion into Test Shaft Seven to find out what the _hell_ is going on."

Chell dropped her gaze to her lap and rubbed at the stitches in her arm. GLaDOS swatted at her hand, pulling it away before she managed to break the wound open. The girl's silence told the AI she didn't fancy another trip to the abandoned shaft.

Well. That made two of them.

.~.-*-.~.

Humans were disgustingly fragile.

GLaDOS ruminated on this topic as she attacked the security encryption in a hell-bent struggle, plodding through a morass of data. Her CPU whirred in a frantically high pitch that she staunchly ignored as she picked and chipped her way through layers of protection that had no right to exist in her own mainframe.

It wasn't a new revelation. She had always known humans were positively _breakable_ , more so than any self-respecting machine. Her tests offered that empirical evidence. GLaDOS had seen their bones crunch and snap when the long-fall boots failed, heard the deceivingly delicate sound of bullets sinking into their meaty flesh. She watched thermal burns from discouragement beams fester and ooze like grilled pork gone horribly wrong. And the way they _dissolved_ so effectively in the acid moats— that was a sight even _she_ found distasteful.

No, the problem now was that she was actually _concerned_.

About Chell, anyway.

Every other human could go jump in a spinning blade trap, for all she cared.

GLaDOS found herself analyzing every possible way these CATs could rip apart, shred, stab, dismember, and slice her little lunatic to pieces if they got ahold of her again. A nasty feeling invaded her processors, like she was free-falling through an infinite portal loop. She tried to shake it off, her fingers slamming into the keyboard a little harder than necessary.

Stupid data, with its stupid security, programmed by stupid, _stupid_ scientists— all of whom were probably adopted because their mothers didn't love them because they were so _fat_ and ugly because they fell out of the ugly-fat tree and hit every branch on—

 _Krrk-SNAP_.

A key popped off the board and beaned her in the forehead— she'd cracked the keyboard clean in two. GLaDOS tightened her jaw and growled a little. She really ought to adjust her strength parameters sometime. Chell would say she needed anger management sessions, but the idea of managing her anger made her angry.

GLaDOS swept the broken keyboard to the floor in a dramatic motion and yanked a new one from a nearby box.

Chell sat a few feet away, unable to provide much expertise towards the hacking effort. GLaDOS saw the questioning look on the girl's face, but ignored it as she hunched over, yellow eyes glued to the screen of nigh incomprehensible data in front of her.

"You look kind of… tense."

GLaDOS grunted.

"Do you have any music?" asked Chell.

She gave a condescending laugh. "I have access to everything humans have ever put to paper. That includes a simulation of primitive flutes your ancestors likely played while squatting in a cave picking lice out of each other's back hair."

"So that's a yes."

"Clever girl," GLaDOS mumbled as she began another hack attempt.

"Could you find a song for me?"

The android sighed, but flipped to another application and gave Chell a weary, expectant look.

"Blue Moon, by Frank Sinatra," Chell requested.

She smiled like she knew something the AI did not, and it made GLaDOS suspect she was being led into some sort of trap. It would probably turn out to be a song about murdering robots with gleeful abandon or some such horror, but she decided to humor her little lunatic. After a rapid clacking of keys, speakers fizzed as the gentle opening notes of swing music echoed throughout the chamber.

Oh. This one.

GLaDOS vaguely recognized the tune. She had, of course, listened to each and every song in her library at least once, and that was a lot of music to remember. Swing and jazz— while not among her favorites— were tolerable, especially compared to some of the ear-rending trash humans considered acceptable. She could easily tune this out as she worked, anyways.

Until she noticed Chell had crept closer.

She glanced up at the girl, and Chell extended her hand. GLaDOS arched an eyebrow and looked down her nose at the proffered appendage.

"What am I supposed to do with that?"

"Would you like to dance?"

"I absolutely would _not_ ," GLaDOS balked.

"Oh," said Chell with a sigh. "I guess I should've known you _can't_ dance."

Oh, that little weasel of a woman.

Why did she have to know _exactly_ how to needle her with maximum efficiency?

GLaDOS pushed her chair away from the desk and stood, looming over Chell. "I'll have you know I'm an _excellent_ dancer in theory. I've simply never had the occasion to test my knowledge."

"Well, here's your chance." Chell offered her hand again and smirked. "Or are you all talk?"

GLaDOS glared and snatched up the woman's hand.

Chell grinned, her face positively glowing with triumph as she pulled GLaDOS to the chamber's center, beneath the inert chassis. She tugged her close and slid her hand flat against the android's, smoothing their palms together and entwining their fingers. The music was soft and slow, and GLaDOS stiffly followed Chell's lead, because this certainly did not adhere to the steps of any dance in _her_ database.

The lunatic was probably making things up.

In fact, this was not dancing at _all_. It was an insult to the complicated maneuvers she was capable of performing. GLaDOS had no doubt she could dance the tango here and now if given the opportunity, but this music was ridiculously sluggish. At best, she and Chell could only sway and shuffle about, the woman's head resting tenderly on her shoulder, their bodies pressed together, Chell's hand sliding around her waist to playfully squeeze her—

 _Oh_.

All right, maybe it wasn't so bad after all.

" _Bluuue moooon_ , _now I'm no longer alone_ ," Frankie crooned, " _without a dream in my heart, without a love of my own_."

Oh _god_ , it was a romantic song.

It was _squishy_ and soft— like humans. Like their baffling, indiscernible feelings.

Like Chell's breasts pressed pleasantly into her abdomen, just below her own mammary analogues.

Like the girl's lips on her collarbone.

Erratic charges fired through her circuitry, and GLaDOS allowed her eyes to flutter shut as euphoria subtly throbbed in some rather human areas of her body. She rested her chin on the woman's head, vaguely aware of Chell's fingers rubbing the small of her back.

The song ended, the distant sounds of Aperture encroaching upon their little bubble of existence. GLaDOS reluctantly opened her eyes to find Chell grinning up at her.

"You look a bit like a hippopotamus from this angle," the AI said flatly.

"Feeling better?"

GLaDOS extricated herself from the woman's arms and smoothed her labcoat, her heels clicking on the paneled floor as she strode to her desk with all the self-importance of a puffed-up peacock.

"Yes," she finally said.

And though GLaDOS would not say so, the way Chell laughed and looked at her with that goofy smile on her face made her feel much better than dancing ever could.


	13. Chapter 13

In the wee, quiet hours of the morning, she did it.

There was no fanfare or trumpets, no victory incandescence or even so much as a satisfying _ding_. It was a simple clarity, a silent collapse. One moment there was a wall of encryption— the next, the last fortifications crumbled under the ferocity of her attack.

GLaDOS blinked. Her CPU hummed like the exhalation of a long-held breath.

She had Cave Johnson's passcode.

A slow smile crept to her lips.

.~.-*-.~.

"Wake up, wake up, end sleep cycle, power on, _activate_!"

GLaDOS hovered over Chell's inert form, sprawled on a meager cot at the edge of her chamber. She poked the woman's arm repeatedly until Chell groaned and rolled over, then GLaDOS turned a spotlight on her. Chell grunted and shoved her face in the pillow.

"Oh good, you're up. Humans should be installed with buttons and switches— this is hardly efficient."

"You should be installed with a mute function," came the muffled reply.

"Then how would I tell you of my laudable accomplishment?"

Chell peeked out from the pillow with sleep-glazed eyes.

"I've figured out our problem," GLaDOS announced, her eyes quite literally twinkling in the dim chamber. "Not only have I crafted a way around the voice recognition, I've got the passcode itself."

Chell sat up straight, the fog of sleep burned away in an instant. "That's great! What is it?"

"The important thing is, we have it!"

"Oookay… and what is it?"

GLaDOS fidgeted, the cheerfulness draining from her voice. "Idon'twanttosay."

" _What_? Then why did you wake me—" Chell paused, a mischievous light brightened her face. "Is it dirty?"

"It's entirely unprofessional."

"Well, now I _have_ to know."

GLaDOS glared at her briefly before muttering something at high speed.

"I didn't quite catch that."

Not meeting Chell's eyes, GLaDOS gritted her teeth and spoke in a marginally slower tone. " _I-love-tits-sixty-nine_."

Chell burst into laughter.

She knew the girl would find it amusing, but those tears in her eyes were just rubbing it into the AI's face. To confront such mind-boggling encryption and sink valuable time into hacking only to learn of Cave Johnson's infatuation with mammary glands and specific sexual positions was _not_ a funny joke.

Chell took a deep breath and pulled a blank face, though the corners of her mouth twitched. "I know you do, but what's the password?"

GLaDOS crossed her arms and sulked as the girl fell over laughing again.

"I'm sorry," Chell gasped, her face flushed pink. She tried to regain composure, but couldn't help interrupting herself with a hiccuped giggle. "And what about the voice recognition— how'd you overcome that?"

GLaDOS smiled benignly. Now it was _her_ turn.

"It was extraordinarily simple, really. I took all the known recordings of Cave Johnson from Test Shaft Nine, extrapolated the wavelength and frequencies, and duplicated his voice within my own database. I can have him say anything and everything."

Suddenly, GLaDOS gave Chell the most sultry bedroom eyes she could conjure. She ran her fingers over Chell's breast, cupping it as she leaned in close, their lips inches apart. The girl's arousal was plainly written in the dilation of her pupils and the quickening of her pulse, no doubt igniting embers of desire between her legs.

Embers that immediately sputtered and died when GLaDOS said in Cave Johnson's voice, "How'd you like to make some science, baby?"

"Jesus fuck!" Chell shouted and scrambled backwards, nearly tumbling off the cot.

GLaDOS laughed, but instead of her hallmark maniacal cackle, it came out as the deep-chested guffaw of a very manly man.

"Cut it out, that's creepy!"

"And yet, our ticket to enlightenment," GLaDOS said in her own voice, beaming. She grabbed Chell's arm and tugged insistently, like a child on Christmas morning. "Up! Up, up! We are doing this _now_. Think of the _data_!"

Chell sighed and slouched out of bed, straightening her jumpsuit and tank-top as GLaDOS impatiently led her to the chamber's center. The AI knew she must look a fool, but right now, she didn't care— there was _data_. Beautiful, untouched data, just waiting to be _known_ and learned and processed and sorted. The very prospect elicited a buzz of anticipation in her artificial membranes.

She'd squeal, but seriously now. She had limits.

"System!" she barked.

"Online," the announcer twittered, "and ready to process your request!"

GLaDOS shared a knowing smirk with Chell. This was it— the cusp of knowledge, her enemy's undoing at hand. None could stand in her way. Not a manically cheerful system interface, not psychopathic combat drones, and especially not two-bit security admins from beyond the grave.

"I want to perform a manual security override."

"Can do! Just state your voice-recognized passcode, Mr. Johnson."

" _I-love-tits-sixty-nine_!" GLaDOS confidently proclaimed in the voice of Aperture's CEO, steadfastly ignoring the strangled _hrngk_ noises Chell made as she held back another bout of giggles.

"User Cave Johnson recognized! _Error_ — user classified as deceased," the announcer informed them with a touch of regret before plunging happily on. "Medical protocol requires you visit the infirmary for further evaluation, as you appear to have been reanimated through viral infection or the use of necromancy."

"I'm not a zombie, you _cretin_!" GLaDOS snapped in her own biting voice.

"Ah, Genetic Lifeform and Disc Operating System— welcome back! Congratulations on your mastery of the necromantic arts."

GLaDOS stared balefully at the ceiling. "I gave you the passcode and voice," she spoke evenly, though energy popped and fizzled through her circuits. "Give me access. _Now_."

"Your request cannot be processed— I am unable to accept input from deceased users, as described in Article Three, Section Eight of the Aperture Science Hostile Undead Takeover Prevention Stratagem. Together, we can thwart the undead hordes of tomorrow, _today_."

GLaDOS was silent for an uncomfortable moment while her processors analyzed this information with as much enthusiasm as if she'd been told she contracted a virus from sharing a chassis with the Moron. Delicate facial muscles twitched beneath her silicone skin, and she heard Chell shift nervously behind her.

"Let me get this straight," GLaDOS finally said, her voice the whisper of a snake amongst dead leaves. "Security administration defaulted to a _corpse_ and can't be transferred because the protozoan _slime_ that created this system programmed a catch-twenty-two?"

Despite his lack of a corporeal body, an unfaltering smile was audible in the announcer's response. "In the interest of fairness, the chances of this occurring were _very slim_."

"The only thing here that's _slim_ is my patience, you—… you…"

GLaDOS's building tirade deflated as a tiny, innocuous alert flashed on her internal HUD, her white-hot rage forcibly doused with a chill like liquid nitrogen. There was a time when these words meant little— a small matter of maintenance, an annoyance. But now…

 **[Camera A6-44 disabled—sector 6.]**

"GLaDOS…?" Chell asked.

The android was distantly aware her mouth hung open dumbly.

 **[Camera B9-23 disabled—sector 6.]**

 **[Camera D2-17 disabled—sector 6.]**

A scant glimpse, a flash of white-gunmetal movement out of the corners of her many eyes, then the video feed simply… stopped.

 **[Camera D9-02 disabled—sector 6.]**

GLaDOS snapped into action, flying past a bewildered Chell to click a USB cable from a nearby terminal into the port hidden in her hair. At one with the mainframe, the chamber's wall panels shuddered and swept shut in a wave, gusting them with a rush of air. The chamber darkened and lights flickered on around the edges of the room, the android's optics a steady yellow glow as she waited and sensed, dispersing herself throughout the network of corridors and chambers that were her greater body.

Chell's face was hardly so placid, her eyes wide and darting. "GLaDOS, what is it? Is it—"

" _Them_."

Another series of alerts scrolled over her HUD, and with each line of code, her anxiety melted, revealing a new emotion beneath. Anger tempered by confidence and a hint of something that smoldered hot in her belly…

 _Touch_ my _test subject, will you?_

 **[Camera H7-08 disabled—sector 6.]**

 _Invade_ my _facility, will you?_

 **[Camera H7-11 disabled—sector 6.]**

 **[Camera C5-39 disabled—sector 5.]**

GLaDOS's fingers curled, a smile touching only her lips— her eyes brightened with the flashpoint heat of understanding. A three-dimensional blueprint of Aperture opened in her memory bank, pinpointing the location of each defunct camera. A pattern emerged once a few thousand algorithmic calculations swirled through her processors like a windblown storm of data.

A trajectory, a path.

 **[Camera A4-19 disabled—sector 5.]**

Oh yes— and a projected destination.

They were coming straight for the central chamber. The CATs had the mouse's scent.

Judging from the timestamps and camera positions, there were at least five of the drones. Images of this pack of bots descending on an unguarded Chell sprang unbidden to GLaDOS's mind— slicing and tearing and opening the girl's soft innards. And the blood. There had been so much blood earlier. She knew humans were saturated with it, but to see Chell's spattered across the floor, dripping from her arm in a slow, obscene stream… It was a blessing the girl had passed out, for the both of them— Chell never saw the panic in her eyes.

And here were the culprits, infringing on her territory once again.

They had seen Chell's ingenuity and grit; they would think twice to approach her alone. But these drones— these implausible drones— had yet to witness the true master's fury. Did they realize what they were up against? _Could_ they realize? Curious as GLaDOS was about their existence, it would not save the CATs from winding up in Schroedinger's box— and she would make sure they all fit, melted down and molded into convenient cubes. Or perhaps Chell would like a charm bracelet made from the compacted remnants of their broken bodies.

No one said her wrath couldn't be romantic.

GLaDOS opened a panel along the wall that met a catwalk, then briskly disengaged herself from the mainframe and strode toward the exit. Chell scampered along beside her, employing increasingly anxious commands like _wait_ and _stop_ — but the AI had no mind for them until the girl grabbed hold of her arm. GLaDOS pinned her with a sharp scowl.

"Unhand me."

"You can't go out there!"

"I can and I _am_."

Chell's grip tightened on her arm. The sad thing was, the girl probably thought she was showing some strength, but compared to GLaDOS, she was weak as a fledging bird. She considered shaking Chell off and stepping out without another word, but that steely gaze held her. A tug of her arm brought Chell stumbling forward so they were face-to-face, nose-to-nose as GLaDOS leaned down.

"I intend to tear them limb from limb, but I would prefer not to rip off _your_ limb to begin the festivities."

Chell matched her bluff for a few moments before she quavered slightly and let go.

"I'm coming with you."

GLaDOS laughed. "What are you going to do, slow their advance by throwing your meaty body at their sharp bits? You were lucky before."

"I can _help_ —"

"No, you _can't_!" GLaDOS snapped. _So much blood_ … "You'll only distract me. I can't babysit you while the grown-ups are engaging in hand-to-hand combative measures."

Chell glared, those grey eyes like chips of sullen ice— but GLaDOS sensed the hurt in the girl's posture, the hitch in her breath and quickened heartrate, the nearly imperceptible quiver of her upper lip.

— _bloody little shreds if they catch her_ —

"Just— just _stay here_ ," she said with gentler irritation. "It's safe here."

GLaDOS ducked out the opening and loped down the catwalk, too proud to look over her shoulder. Certainly too proud to slink back and beg for a good-luck kiss. Not that she liked that idea— not that she required it. Luck was not a quantifiable factor. All she needed was her skill and raw power and the knowledge that her little lunatic was locked safe within her fortress like Rapunzel in her tower.

But like Rapunzel, Chell was no helpless maiden to sit and bide her time. The woman stared as the panel swung shut behind the android. Like Rapunzel, she had a means of escape and the courage to use it. Chell retrieved her portal gun from beneath her cot, thumbing its smooth surface— a more efficient method of travel than hair-ropes any day.

Chell shot a blue portal at the conductive floor, then lodged her fingers in between the paneled wall, prying and digging until the robotic components beeped at her in annoyance and her fingertips bled. They surrendered a few inches, a waft of sterile air stirring her stray hair. A few inches was all it took. She aimed the device and placed the orange twin a hundred yards away, near a catwalk.

She hopped through her portal with a _bloop_ and a smile.

GLaDOS couldn't have _all_ the fun.


	14. Chapter 14

GLaDOS could feel the CATs in her facility like an itch she couldn't reach.

It was the same when Chell escaped and when the ratman still lurked in the deepest shadows. Flitting through the disused halls of Aperture, these beings all shared a common trait— they were felt but not seen, invading her body like wriggly little ringworms, an itchy pain in her ass.

Confined to her chassis, she had few defense options besides turning out the lights and hurling test chambers in a blind panic. But in this body— this lithe, lovely body— confrontations got a lot more _personal_. GLaDOS cracked her titanium knuckles, flexing her fingers in anticipation as she stormed through the facility. She felt unclean with those _cockroaches_ scurrying about her pristine home. She would stomp them out like the vermin they were, rip them apart with her bare hands and exult in the destruction.

Oh yes— and for touching Chell, for laying a single metal appendage on _her_ human— she would be sure to save the CATs' motherboards and fit them with pain receptors. Then dissolve them in hydrofluoric acid.

GLaDOS stopped and waited. Alerts continued to scroll across her HUD as cameras lost connection. They were close now, moving at a steady clip. Resistance was surely expected after Chell's encounter— they would approach with caution, if they lived up to their name. _Cognitive_. Yes, the CATs would adapt— but could they adapt quickly enough to deal with what awaited them? Not a breakable human intimidated by sharp things and bullets, but a technological wonder that put their own existence to shame.

It was not she who feared them, but they who should fear her.

GLaDOS waited. She excelled at waiting. She was the leading worldwide expert in the art of biding one's time.

She did not need to seek them out.

They found her.

Swarming over structures and catwalks, the CATs paused, clinging to the walls like spiders. They tilted their heads, optics focusing and retracting as if they could not quite figure her out. GLaDOS smiled.

One by one, they jumped to the small platform where she stood, unfazed. She was right, of course— there were five of the robots. Less anticipated— and she managed to hide her surprised interest— these creatures did not fully resemble the one killed by Chell. The bodies were similar in shape and structure, but clearly constructed with scrap materials, whatever their creator had on hand. And the heads— the heads most blatantly suggested these CATs were handcrafted, not mass produced on some factory line. Instead of the three-eyed turret Chell disposed of, GLaDOS faced two turrets with the traditional single optic, a rejected personality sphere in thorough disrepair, and two CATs whose heads were slapped together with whatever junk the builder scraped up.

A brief cloud of worry darkened her processes. To produce working, efficient robotics with nothing but trash— that took skill. Skill and intelligence.

The CATs rose to their feet, inspecting her in silence, and GLaDOS could not help but admire the concerted movement of gears and balljoints as they shifted position. Despite their crude construction, these robots were graceful— though nowhere near as beautiful as her, of course. _She_ was the pinnacle of science. They were taller, however, and that was unsettling as she was not exactly vertically challenged herself. GLaDOS preferred looking _down_ at her underlings.

A CAT— the one sporting a personality sphere for a head— blinked its bright red optic and took a hesitant step forward as if to test the waters of her intentions. GLaDOS tensed and held back a vocalization of surprise as a wave of static fuzzed her systems. It was over before she could truly panic, for which she was grateful, but it took a moment for her to recalibrate and stabilize.

So _that_ was how they did it.

Some sort of weak suppression field— not nearly powerful enough to overcome her advanced electronics, but more than sufficient to put a camera out of commission for a while. GLaDOS almost lost herself in a happy haze of science, theorizing what sort of devices protected the CATs from each others' fields, and she sorely lamented the loss of the deactivated bot in the labs.

There was certainly more than met the eye with these slapdash constructs, but GLaDOS knew better than to underestimate an opponent, regardless of appearance.

Chell had taught her that.

Sphere-Head— her nomenclature was nothing if not practical— inched closer still, but GLaDOS held her ground. She could not reconcile the bots' failure to attack on sight as a good sign. They were clearly not here for a tea party, yet mindless drones would not hesitate to strike.

"Genetic Lifeform and Disc Operating System?" Sphere-Head spoke.

GLaDOS betrayed her calm exterior with a frown for an instant, then quickly recovered. How could it possibly know…? Well, there was no sense playing dumb.

"You have the honor of addressing me, yes. Aren't you fortunate."

" _Target engaged_ ," the robot hummed. "The Genetic Lifeform and Disc Operating System's presence is requested below."

Were she human, GLaDOS might have choked on her own tongue. As it was, her processors gave a nasty lurch that wasn't much more pleasant.

" _What_? By _whom_?"

" _Message relayed_. These units are not designated to reply," Sphere-Head said, and the other bots nodded their freakish heads. "Will the target submit?"

GLaDOS gave a sharp laugh that quailed the CATs back a step, as if they had never heard such a sound. Her voice dropped an octave, no evidence of humor on her face. "You trespass in my facility, assault _my_ test subject, and have the _gall_ to ask me to come quietly?"

"Target will not submit?"

"No, the _target_ will not submit," GLaDOS spat. "You mangled excuse for technology— I've seen toasters more threatening than you."

" _Target resists submission._ "

" _Resists submission_ ," the others intoned.

" _Compliance procedure initializing. Please prepare for mandatory acquiescence._ "

Oh, now _that_ was more like it.

Sphere-Head lunged at her, and before he made it two steps, GLaDOS clamped onto his arm and hurled him into the platform's guardrail, tearing the limb off as she had promised Chell. Sparks jumped from the crude wiring, spraying an arc through the air as the android spun and slammed the limb into the next CAT's head.

Robotic hell broke loose.

It was a five-on-one struggle, but suddenly, the CATs' odds did not look as readily favorable. GLaDOS was a white blur of power and agility as the robots flew at her, gears squealing and joints creaking. Sphere-Head tumbled forward and crawled for her. He made a weak grab at her leg, but GLaDOS neatly sidestepped him, aiming a titanium-boned kick to his head.

The CAT with the arm embedded in its cranium staggered blindly, tugging at the offending appendage with little avail. The three remaining bots leapt for her in unison, but GLaDOS ducked and rolled, springing to her feet as the CATs crashed in a heap of tangled mechanisms behind her. A rush like adrenaline buzzed through her system— GLaDOS reacted on basic protocol, breaking down the scene into analytical points of data that scrolled across her HUD in a flurry of code.

The newly-dubbed Arm-for-a-Face sunk into an attack crouch despite its obvious impairment. Her blow had done its damage— when the bot pounced, it was clumsy and off its mark. GLaDOS plucked the CAT out of the air and swung full circle, loosing the construct like the world's most advanced shot-put.

It made a satisfying wail as it disappeared into Aperture's blue haze.

Clanking and screeching, the three bots disentangled themselves with tortured shrieks of metal-on-metal. Sphere-Head lay prone on the ground, twitching, a distinct foot-shaped imprint in his skull, and GLaDOS congratulated herself on her combat-grade heeled boots— fashionable without sacrificing practicality!

Scientific footwear aside, her element of surprise was lost— caution and cunning were her allies now. As the remaining three CATs jerked to their feet, their optics flared red, a low-frequency hum resonating deep within them like a growl. They had eyes only for GLaDOS, and that was just the way she liked it.

"Did the kitties take a tumble?" she crooned, her mouth twisting in a mirthless grin. "Is one little android too much? I could provide a calculator for you, if that would prove a more suitable opponent to your combat programming. Perhaps a blender or microwave? Ooh— a ball of string!"

All right, that wasn't cautious or particularly cunning, but it certainly got them riled up.

One leapt with an undulating electronic cry and slammed into her, but GLaDOS fell back to lessen the impact and held the bot in an almost gentle embrace— until she hurled it backwards at its fellows with twice the force. It bowled one over, and the other CAT ran at her with a guttural range of clicks and beeps. The android dodged it like a bullfighter and smashed her clenched fists into the back of its head, walloping it to the ground.

GLaDOS surveyed the robotic carnage littering the platform and dusted her hands. "Well, if that's all you have to offer, I have more important things to— _oh_. Tenacious, aren't you?"

The two CATs who'd collided laboriously dragged themselves upright, determination glowing bright in their optics. Staggering towards her, their loosened components rattled and clanged as they convulsed like epileptic nightmares hell-bent on a single purpose.

Her.

"I only have room for _one_ tenacious lunatic in my facility, you understand," GLaDOS said, "and I'm afraid that position has been filled."

The robots converged on her, and GLaDOS slowly inched away, ever closer to the guardrail and the endless drop beyond. Their eyes never left her face as they extended their arms and blades snapped forth with a quietly threatening _ka-shink_.

" _Rerouting power supply_ ," one spoke and the other echoed.

Electricity suddenly skittered across their blades in little blue-white jolts— at the same time, GLaDOS felt her backside hit the guardrail, and she looked over her shoulder with mild interest. Looking back to the bots, she found the electrified weaponry at her throat. She raised an eyebrow.

"Are you certain this is a wise decision?" she murmured.

" _The target will comply or face deactivation_."

"Ooh, how risque," she hummed. "An android doesn't let just _anyone_ deactivate her."

" _The target WILL comply_."

"Comply _this_ ," she hissed.

Or would have.

If a certain dark-haired lunatic hadn't appeared on the catwalk above them and squawked her name like a frightened orange parrot.

.~.-*-.~.

All optics flashed to Chell, and the woman abruptly felt like the odd man out— the lone human in a room full of murderous sentient robots.

GLaDOS flashed her a glare that said she'd receive a lecture on obeying orders later, but as it stood, the CATs' attention had left the android and turned to Chell instead, leaving GLaDOS free to escape the trap in which she'd been cornered.

A surge of pride and adrenaline flooded her veins, and Chell hopped off the catwalk, hitting the platform with a resounding crash. She rose to her feet and cocked her portal gun in what she assumed was the most badass posture possible and grinned. It wasn't often _she_ got to rescue _GLaDOS's_ hide.

Which only made it more confusing when the AI shouted, "YOU _IDIOT_."

But there was no time to dwell on GLaDOS's anger, for the CATs had rounded on her, advancing at an alarming, if jerky, rate.

Only then did she see the spurts of electricity dancing along their blades.

Oh.

Well, _fuck_.

Chell backed away, caught in the same web GLaDOS escaped only seconds before. She hadn't exactly thought this through. It was a spur of the moment thing— act first, plan later. And what else _could_ she do when confronted with GLaDOS in the clutches of big, bad combat drones? No, she didn't regret her actions, but as the CATs prepared to stab, Chell really wished humans were less squishy. She raise her arms in defense and squeezed her eyes shut, awaiting the blow—

Then GLaDOS appeared suddenly behind them and slammed the bots' heads together, the metal crumpling like tin cans. The CATs dropped to the ground and she swept aside the twitching bodies as if they were little more than scraps of paper.

Chell cracked an eye open and was greeted by a very angry AI.

"You bafflingly stupid, _insane_ little—"

"You were in trouble!"

"I had everything under control!" GLaDOS snapped. "I could have thrown them over the edge before they knew what hit them— but _nooooo_. _Someone_ had to be a hero!"

"I wasn't really aware of that plan, was I? I just saw you and some pissed off robots."

"If you'd stayed put like I _told_ you, I— _grrk_."

A blade sprouted from GLaDOS's stomach.

She and Chell watched in surprise as a silvery substance beaded around the wound, and as the blade withdrew, the liquid freely dribbled down the fabric of her turtleneck.

" _The target will comply_ ," Sphere-Head crackled behind her.

GLaDOS jerked and fell to her knees.

Chell screamed, but the android still had fight in her. GLaDOS twisted around and grabbed the CAT's skeletal shoulders as it teetered on all threes, sparks arcing from the stump of its arm. With a swift, solid punch, she burst through its optic and snatched the wiring inside, ripping it out in a spray of electricity.

Sphere-Head's howl modulated through a piercing scale of notes, and Chell clapped her hands over her ears until the noise petered into flat static. He tumbled backwards and hit the floor with a ringing clang, unmoving.

" _Fzzzkt_ ," said GLaDOS.

She clutched her stomach and watched curiously as the silver liquid rolled over her fingers.

Chell let out a choked sound and dropped to her knees beside the android, her hands hovering over her body but not touching, unsure of what to do.

"What can I— GLaDOS, I— shit, oh _shit_ , GLaDOS—"

"Hit somethiiiiiing— _skzzz-zz-kt_ — important," she buzzed. "My chamber. Get me— _zz-skt_ — back."

All the CATs in existence could not stop Chell if they tried.


	15. Chapter 15

There was no easy path to the main chamber.

Cradling GLaDOS like an injured child in her arms, portals were out of the question. Chell was afraid to jostle the android more than necessary, unsure of the internal damage she'd sustained. She could no more fling through portals than she could wield the gun. Tucked awkwardly under her arm, the device was as useless to her now as it was in combat. A direct route via catwalks was the only choice.

GLaDOS slipped into a reduced power mode, her optics dimmed to a faint, unfocused glow.

"Hey. Hey, stay with me."

GLaDOS only hummed in response.

Chell gnawed her lip until the copper tang of blood wet her tongue.

Silver ooze slicked the front of Chell's shirt, steadily seeping from GLaDOS's wound. She wondered if she ought to worry about it touching her skin. It looked an awful lot like mercury— but why the hell would GLaDOS fill herself with _that_? It shimmered like sunlight on moving water, but there was no direct light source in the small, quiet spaces between test chambers. What _was_ it— robot blood?

Was GLaDOS… bleeding to death?

Chell quashed that thought as quickly as it came.

She had blown GLaDOS up and ripped her apart, and the AI lived through the worst of it, rising from the swirling ash with her wit and sarcasm intact. She was the roach that endured the nuclear winter, the toad that outlasted the drought underground, the Twinkie that never expired.

Those unflattering comparisons would piss GLaDOS off, but that just made Chell smile and hug the android tighter to her chest.

Chell forced herself into a jog and wished her lungs weren't ablaze, wished her muscles weren't aching, wished she had stayed put like a good little human and maybe GLaDOS would be returning on her own two feet right now. Why hadn't she listened? GLaDOS just wanted her safe, she understood that. She wanted GLaDOS safe too. But why did the AI have to treat her like a child needing supervision— like her humanity was an impediment? She'd proven herself! She was a notch above other humans, it was _right there_ in the data. She'd survived testing and Aperture and GLaDOS herself. And she'd handled herself against that CAT in her room. It never saw it coming. That trick with the portal was—

 _A fluke_ , her own psyche taunted.

Chell grit her teeth.

It was. It was total happenstance. That first portal was a convenient accident, shot out of panic. If she hadn't placed it before trapping herself in the bathroom… would GLaDOS have made it there before the CAT beat down the door? Could she have faced that thing one-on-one, let alone the two that had cornered GLaDOS?

She was a porcelain doll against titans.

GLaDOS was right. She was patronizing, she was pushy, she was even a bitch now and then— but she was _always_ right. And the AI knew it.

But… maybe that was why Chell needed to challenge her.

There came a point when right and wrong were irrelevant, where strength was not solely a physical quantification. She could not leave GLaDOS to fight those CATs alone any more than GLaDOS could abandon her to the same predicament. Maybe she wasn't as fast and powerful as a robot, maybe they could snap her in half like a plaything, but the risk…

Chell squeezed the android in her arms and felt GLaDOS's fingers tighten on her shoulder.

The risk would always be worth it.

Ahead, the central chamber came into view. Chell's entire body sagged with relief and exhaustion. As she shifted her hold on GLaDOS, she felt a pain in her arm that wasn't tired muscles. A quick peek revealed she'd popped a stitch, a slow trickle of blood winding towards her elbow, mingling with the silvery liquid smeared across her skin.

The sharp ache was quickly forgotten as she stumbled to a halt.

The catwalk ended.

There was no way to get into the central chamber— it was better fortified than a castle with a moat. Chell searched the endless expanse of blueish haze, but even if she found a nearby portal-conductive surface, the chamber itself was sealed tight.

GLaDOS suddenly felt heavier in her arms, and her muscles refused to bear the weight any longer. Chell sunk to the catwalk, lowering the android gently to the metal grating. Closing her eyes, she pressed her forehead to the AI's and took a few slow breaths to calm her nerves.

"GLaDOS," she said quietly. "GLaDOS, I know you're hurting, but I can't get in your chamber."

The android's eyes took several seconds to focus, then her gaze slid to the structure across the expanse. For a moment, Chell feared she was delirious and hadn't understood, but as she watched, a row of panels unfolded along the chamber's vertical length. Each one snapped into place at level with the catwalk until a sloping bridge was formed.

GLaDOS went limp, her processors whirring in a frantic high-pitch. As Chell scooped her up again, she was hit with heat radiating from the android's body, and it sent her pounding down the bridge with renewed energy. She'd seen the AI wirelessly connect to the mainframe countless times, as easily as humans breathed— it shouldn't overheat her.

Once inside the chamber, Chell clumsily dropped to her knees and settled GLaDOS on the floor as the panels resealed behind her. With all the grace of a newborn giraffe, Chell scrambled to her feet and made for the android's storage unit. The first step was obvious: get her out of that body and into the chassis. Whatever damage had been done, GLaDOS could repair it after that. Chell fumbled with the cables, cursing as they slipped in her darting hands, slick with sweat.

Finding a good grip, she rolled the cables out and dragged them to GLaDOS, hastily plopping to the floor at her side. Chell propped up the android in her lap. Shaky fingers probed through her white hair until they found a port, nestled at the base of her skull. Chell breathed a sigh, a wave of relief relaxing her wired muscles. This would be over in just a few minutes.

As Chell brushed aside her hair, GLaDOS lazily followed the woman's movements. Her eyes came to rest on the black cable she clutched like a lifeline— and snapped wide open.

" _NO_!"

Chell yelped and scrabbled backwards as GLaDOS thrashed and squirmed.

"Nonononono _noNO_!" the AI cried.

Heart slamming in her ribcage, Chell crawled back and saw not anger in the android's eyes, but sheer, pitiable fear. She leaned in close and stroked GLaDOS's hair.

"What? What is it— what's wrong?"

GLaDOS eyed the cable, tremors running through her body. "No— can't transfer. Can't… _bzzzkt-kt-kt_ — connect. My power relays aaaarrre _zzzt_ -damaged."

"What does that mean?"

Even in such a state of distress, the annoyance was plain on GLaDOS's face. At least _that_ was a constant in an ever-changing world.

"The influx of elec-lec-lec-tricity will overload mmmyyy- _fzzzt_ — micro-reactor— my power source," she buzzed. "It will f-f- _fry_ this android— and _take me with it_."

Chell dropped the cable like a viper she'd caught by the tail.

"Ah, the geeears- _zzzt_ turn."

GLaDOS closed her eyes as another shudder wracked her system, and something deep inside her _beeped_ and _booped_ while she readjusted her power settings. Her processors shifted to a much calmer hum, and when she opened her eyes again, her voice was steadier, if quiet.

"There. That static was infuriating," she muttered.

" _GLaDOS_. What now? What do we _do_?" Chell grabbed her shoulders, still quite aware of the silvery fluid pooling on the floor. "Can't you transfer wirelessly?"

"Do you _know_ how much data my system encompasses? Can your brain even _comprehend_ the _enormity_ of—"

"It was a simple question— cut the drama."

GLaDOS spared the power to shoot Chell a glare. "I am not throwing my very _being_ to the ether and _hoping_ it all reassembles neatly in the mainframe. The emergency wireless transfer remains untested for that reason. Besides— my scans indicate this damage is _not_ irreparable. We can and _will_ fix this."

"Are you _insane_?" Chell barked. "Insaner than usual? You can't even pop the panels out of the wall without overheating! How can you repair yourself?"

GLaDOS arched an eyebrow.

"I'm not the only one here who possesses a pair of hands."

Chell stared at her for a moment, and GLaDOS pointedly returned the look.

"Congratulations," said the AI. "You've just earned a degree in robotic engineering because I say so. Let's begin, shall we?"

Chell blinked and worked her mouth, but no sound came out until her mind caught up like a fast-forwarded cassette tape. "No— _no_. Absolutely not! I can't… _operate_ on you. I'll break something, I'll—"

"I admit your stubby fingers are far less dextrous than mine," GLaDOS hummed, "but I need you to do this."

"Can't Atlas or P-body fix you?"

"Are you joking? Because that was terrible. Their fingers are fatter than _yours_."

"GLaDOS, I _can't_ —"

"You _can_. You simply need to follow my instructions," she said, and her long fingers gently squeezed Chell's bicep. "I trust you."

Chell gaped at her open-mouthed and searched for any trace of sarcasm or amusement, but found none— only the cautiously bared emotion in the glow of her eyes. With a reluctant sigh, Chell pressed a kiss to GLaDOS's cheekbone.

"All right," she murmured.

"Excellent. We'll call this repayment for attempting to play cops and robbers earlier. Only I was the cop, the CATs were the robbers, and you were the unwitting bank patron cashing a check to support your crippling food addiction."

As Chell scooped GLaDOS up and transferred her to an empty lab table, she allowed herself a wry smile.

"Maybe you should conserve energy and not talk so much."

GLaDOS chuckled, but a sharp gasp overcame her modulators as Chell arranged her on the tabletop. Weakly shifting position, the android winced, unable to mask the crease of her brow and the telling twist of her lips.

"Does it hurt… bad?" Chell asked.

"Not in the manner of human understanding."

"But it _does_ hurt?"

GLaDOS was silent— the only answer Chell needed.

"Where do I start?"

GLaDOS relaxed slightly, more comfortable focusing on a plan rather than her weakness. "We need to see the damage— my scans only show so much," she said. "Help me get this shirt off. And wipe that smirk off your face."

Chell strove to hide a smile as she pulled the black turtleneck up and over GLaDOS's arms and head. Raising an eyebrow, she set the garment aside and cleared her throat.

"No bra today?"

"If they distract you, feel free to cover them. However, if you're feeling aroused at a time like this, I frankly worry for your mental wellness."

No problem there— arousal didn't even make the list of possible responses to the sight of the android's abdomen. A ragged puncture wound marred the perfect plane of her stomach, its twin no doubt scarring her back. That silvery substance streaked and smudged the white silicone, fresh liquid welling from the wound, pooling in her false belly button and dribbling down her sides. The flow, at least, had stemmed. Chell swallowed hard. This was no less gruesome than true flesh and blood.

"How do I stop the bleeding?" she said quietly.

GLaDOS frowned in confusion, then burst into a bout of cackling. "Bleeding? You thought I was _bleeding_?"

"You got _stabbed_ and you're leaking everywhere!" Chell flushed bright red at the AI's continued giggling. "What was I _supposed_ to think?"

"You didn't consider that perhaps mechanical constructs don't bleed?" GLaDOS's expression softened at the girl's indignant huff. "The substance you see is nanobots in a suspension fluid— they perform minor repairs so I don't have to dig at my own innards quite so often."

"Why aren't _they_ fixing this?"

" _Minor_ repairs, I said. Upkeep— general maintenance. This is a bit beyond their capability." GLaDOS swept her fingers along her side, just below her left breast, until she located a hairline seam. "Once you've corrected the damage, they can polish it up and make it look pretty. Now, remove this panel, if you would. Press here…"

Chell allowed GLaDOS to guide her fingers over the seam, pressed down where the AI indicated, and felt something give with a click. Unlatched, the panel popped up— Chell slid it sideways and lifted it from her body, displaying the android's abdominal cavity.

" _Fuck_ ," she whispered.

Carefully constructed chaos met her eyes, a mass of lights and wires, circuitry and data chips, strange biomechanical fibers, and dozens of electronic components she could not name. Even to her untrained eye, there was a sense of purpose— each small part had its place. All was in a delicate balance so fragile, she scarcely dared to breathe near it. Over and under and in between the mechanisms, nanobots swarmed in tiny waves, splitting and blobbing together again, attracted to areas of disrepair. Today, they had plenty of options. Chell watched in fascination as they mended the robotic equivalent of scrapes and bruises, flowing from one scratch or chip to the next in a shimmery ripple.

This was far more revealing than GLaDOS taking off her clothes, more intimate than touching each other beneath the sheets. GLaDOS opened her very body and trusted her with its vulnerability. She was truly naked, propped up on one elbow with her head held high, exposed and confident.

With a start of surprise, Chell felt herself blushing.

"If you're quite finished ogling me," she said softly, "we have work to do."

"Right," Chell squeaked, wiping her sweaty palms on her jumpsuit.

Grasping the woman's shoulder, GLaDOS pulled herself up with a grimace and peered into her abdomen with the detached interest capable only of a computer.

"Here," she said and pointed to a severed bundle of wires the nanobots avoided. Tiny spurts of electricity arced between the ends, stripped of casing, and the relay devices the wires connected were inactive and dark.

"Without these relays, I'm operating at twenty-percent power, and I nearly used up my reserve charge dispatching that walking piece of scrap," said GLaDOS, her lips pursed in disgust. "I have about five minutes before I start talking like a sentient buzzsaw again."

Creaking drew Chell's attention to the ceiling, where a panel flipped open and a mechanical claw descended with a box of items in its grasp. It deposited them next to GLaDOS and quickly retracted as the android slumped backwards, her arm slipping from Chell's shoulder. The woman rushed to catch her before she thumped to the tabletop. GLaDOS's eyelids fluttered— the glow of her optics dimmed nearly black, and her processors nosedived to an imperceptible hum. A moment later, she jerked in Chell's arms, and her components sluggishly whirred back to action.

As the android blinked up at her, Chell felt like she held a toy robot powered by double-A batteries.

"All right," GLaDOS murmured. "Maybe less than five minutes."

"Okay— all right. Talk fast," Chell urged. "What do I do with these?"

GLaDOS's eyes slid to the box, her movements delayed as if she were exhausted to the point of collapse. "Good news. Your task is so simple, a trained monkey could do it. Which is what you are, am I riiiiiiiighhhht-t-tuh-tuh- _tzzzzt_ — _damn it_."

Chell cradled her head and kissed the android's temple, stroking her hair in what she hoped was a calming manner. "It's okay, keep going. Your monkey's listening."

"Haha. Ha. _Heheheh_ — you _are_ a monkey, aren't you? Oo. Oooh," she burbled. "M-my haaairy little monkey. _Bzzt_. Sssseriously, shave your legsss- _sszzt_."

" _GLaDOS_ — focus."

"S-sorry. Pineapple centers affected by poooower loss- _ssszt_. … logic. Pineapple logic. _Logic centers_ ," she whined.

Chell could not tell if she was embarrassed or scared, but either option made her heart ache, and she held the AI closer as she pressed on.

"In the box— new wires, pliers, gloves, goggles- _fzzzt_. _Zzt-bzzt_. Goggles for your pretty eyes. Pretty, _pretty_ eyesss." GLaDOS's own eyes popped open wide in horror, her brows screwed up in pleading expression. " _Fix it_ , oh god."

"I need to replace the wires?"

GLaDOS nodded emphatically.

"How do I _not_ electrocute myself?"

"Oh. Oh yeah. Yeah." GLaDOS let out a low hum and clucked her tongue. "That's the b-buhhh-baaad news, right? Bad news bears. _Zzzst_. Gotta h-h- _harsh_ your mellow, babe."

GLaDOS fitfully twitched, at war with her internal processes.

"Need to shut down!" she shouted, startling Chell back a step. "Shut dooown-duh-duh-down while you fix me. Fix me up pretty. Or else you'll _ffffzzzz_ -fry. Like a potato. _I_ was a potato!"

The AI broke into a helpless fit of giggles.

Chell rubbed a hand across her face and sighed. She didn't know what the hell she was doing. She was no electrician, engineer, robotic specialist, _anything_ — but it was clear she'd have to figure it out alone.

"GLaDOS. GLaDOS, listen to me." Chell grabbed the android's head and forced her to look at her face. "When I'm finished, how do I reboot you?"

"Oh! Simple. _Zzzzzsss_ -so simple. Easy as pie— _cake_." GLaDOS struggled to sit up with Chell's help and pointed to a small yellow button inside the organized chaos of her abdomen. "Press and hold until you heeeaarr- _rrrrsszzt_ a tone," she said, planting a sloppy kiss on Chell's lips, "and I'll get turned on for you."

"Oh my god," Chell sighed. Gently, she laid the android back on the table. "All right, I think it's time for a nap. You're tired, aren't you? I bet you're sleepy."

"So sleepy…"

"Go ahead and shut down. Everything will be better when you wake up." Chell squeezed her hand. "I promise."

"Alllllll better. _Bzzt_." GLaDOS smiled up at her before closing her eyes. " _Shutdown initiated_ …"

The tiny lights within her abdomen flickered out, the click and whirr of her processors fading until the only noise was the steady hum of GLaDOS's micro-reactor, hidden deep inside her body. Chell heaved a shuddering sigh as she watched the nanobots continue crawling around, indifferent to their host's distress. With a slow breath to untie the knots in her stomach, Chell grabbed the box of tools.

She could replace a few wires… right?


	16. Chapter 16

Heat crawled up Chell's spine, tingling across the back of her skull and buzzing in her ears. As she eyed the contents of the box, she swallowed hard to counteract her roiling stomach. It didn't help much. Did surgeons feel this way before cutting up a person and messing with their guts? Probably not. Their hands probably didn't shake either— that wasn't really conducive to keeping the patient alive.

Chell, however, seemed to have developed Parkinson's in the last thirty seconds.

Clutching her hands to her chest, she squeezed them into fists until her knuckles were as white as GLaDOS's skin. She gulped a lungful of air. The shaking subsided only slightly.

It was strange. She was never concerned for her own life when running tests for GLaDOS or Wheatley, even when she knew one misstep meant death. She never cried or whined or asked _Why me_? Fear did not hinder her; she didn't allow herself to second-guess. She simply _did it_ because she knew she could. If she couldn't, the consequences were no one's but her own.

But now… if she couldn't do it…

Chell brushed a clammy hand over GLaDOS's cheek.

If she couldn't do it, those eyes would never open again.

" _Fuck_!" Chell hissed.

The cavernous chamber echoed the profanity at her like a taunt, and she snatched the first item from the toolbox with a frustrated growl.

A pair of goggles, still wrapped in plastic. Chell tore off the packaging and squinted at the tag. _Aperture Science Fashionable Protective Eyewear: for the discerning scientist_. … right. They didn't look any different from the cheap plastic goggles she wore during shop class in high school.

Shop class. She was never any good at that. In fact, Chell recalled _failing_ for improper use of school materials. Probably not the best memory to bring to mind at the moment, but it came rushing at her in a lucid flood.

There'd… been a girl. A popular girl, with red hair and rich brown eyes and just a sprinkle of freckles on her cheeks. God, she was cute. The kind of cute that completely wiped out all brain activity, so when she smiled and said hello in the hallway, Chell's response was compromised by a tongue cut off from all linguistic skill. Her whispered "hi" sounded more like " _blarbga_." Then the girl would giggle and move on, while Chell hunched her shoulders and blushed, her embarrassment negated by the happy little flutter in her chest.

Chell asked her out.

Blurted it, really. Somehow, the courage boiled up inside her, and when Chell caught her alone in the hall after school, it just flew out. Both girls had stared at one another, and Chell was no less surprised by the outburst than her crush.

She said no.

She didn't… she wasn't into girls. Like that. But it was a gentle rejection. She touched her arm and smiled, urging her not to be discouraged. She was so nice about it— so achingly, damnably sweet.

It didn't make Chell's tears drip any slower into her pillow that night in the dark.

Her crush wound up dating a football player a few months later. Of course the jock got the girl. The jocks always got the girls— never the weird science geek whose dad died at that screwed up laboratory out in the boonies.

Then word got around that Chell had hit on his girl.

He didn't think it was so sweet.

 _Didn't you hear? Her dad totally experimented on her out at that lab. Oh yeah, like— radiation and shit, chemical injections… She's some kind of mutant. Can you believe they let her out of her cage every day? Hah!_ And _she's a dyke. Surprise, right?_

Oh— shop class.

Chell _may_ have welded his retainer to the wall.

It didn't help her reputation, but _damn_ — it felt good.

 _Hope your dental insurance covered Acts of Mutants, asshole_.

GLaDOS would be proud of her for that little stunt, no doubt. A hint of a smile cracked her nerves. Chell snapped on the goggles and fished around in the box again.

A pair of rubberized gloves. Chell slipped them on, grateful for the extra layer of protection. GLaDOS may have shut down, but that micro-reactor was a constant hum, buried somewhere in the mass of electronics. All she needed was to experience the world's deadliest static shock.

She plucked the next item out of the box and squinted. A pair of pliers— the most slender, dainty pair of pliers Chell had ever seen. It looked as though they might snap if she squeezed them too hard, not exactly a quality most people looked for in hardware. Of course, GLaDOS was the most slender, dainty _robot_ she'd ever seen, and her looks could not be more deceptive. Chell gave the pliers a flex and threw an anxious glance at the box.

Only one item remained.

Chell knew what it was, but could not bring herself to look.

She leaned on the table and breathed deeply, in and out, but her pounding heart refused to calm. If she pretended, Chell could almost believe she was psyching herself up instead of stalling, building confidence before taking the plunge rather than delaying the inevitable. GLaDOS _trusted_ her to do this. The most intelligent being on the planet trusted _her_.

But the truth was, GLaDOS was only working with available resources.

The AI didn't have an electrician or an engineer, a computer tech or robotics specialist at her beck and call.

She had Chell.

And Chell would have to make do.

Although… maybe it wasn't just a reassuring platitude— maybe GLaDOS really did trust her. Would it be so surprising? For all the laboratories and equipment, experiments and tests, for all the scientific advancements and billions upon billions of dollars this facility represented… Chell was all she really had.

Chell hung her head, tapping her fingers on the tabletop in a nervous tattoo. A little tension eased from her muscles as she exhaled once more and squeezed GLaDOS's limp hand.

"You're all I've got too."

With that, she unceremoniously dumped the box's contents onto the table.

Chell stared at the bundle of wires spread before her, a tangle of black, red, and orange that spelled salvation for GLaDOS, yet were as foreign to Chell as theoretical physics— if not for one invaluable feature.

Sockets.

They were _socketed_ cables.

As easy to install as plugging in a power cord.

Chell laughed, hesitant at first, as if she might be the butt of someone's cruel joke— but as she picked up the cables and turned them over in her hands, she laughed harder, the sound contorted by a sob of relief. Sinking to her knees, Chell buried her head in her arms, shoulders shaking as days of pent-up stress released in a mess of emotion. Once she caught her breath, Chell shakily stood and pushed up her goggles, wiping tears from her cheeks with the heel of her hand.

"You _brilliant_ fucking robot," she said to GLaDOS's expressionless face.

The AI wasn't kidding— this _was_ so simple a trained monkey could do it. Chell had seen these cables elsewhere in the facility, often paired with delicate machinery that required quick and efficient replacement of parts. Of _course_ GLaDOS would be smart enough to use them. Unless Chell decided to stick a fork in the android's sockets, there was no way she could screw this up.

She gave another teary laugh, then scrubbed her face dry and readjusted her goggles. Knowing she could not fail GLaDOS, Chell was reinvigorated, her anxiety banished as the warm morning sun chases away the night's chill.

Brandishing the pliers, she peered into the android's body, where the blobs of nanobots encircled the damaged cables like tiny spectators. She perched over GLaDOS and clicked the pliers.

"Uh… wish me luck, I guess."

Chell swore on her father's grave she heard an itsy-bitsy " _good luck_ ," though it may have been her overtaxed brain deteriorating into baseline insanity.

Either was probable at this point.

Chell began removing the severed cables. The plastic connecters that snapped into the relay ports were small and closely set— the need for such delicate pliers now apparent. Working each socket loose, she tossed the ruined wires aside, the nanobots shifting with her movements like stalks of wheat in the wind high above.

A few silvery globules migrated up and out of their host, across the table towards the android's abdominal panel. Chell spared a glance as they clustered around the punctured silicone, sealing the wound molecule by painstaking molecule. She felt a bit indignant at GLaDOS on their behalf. _Upkeep and general maintenance_ , the AI had said, as if the microscopic bots were little more than blue-collar repairmen residing on her person. Sure, it was quicker for Chell to replace the entire cable bundle at once than wait for the nanobots to repair it— but expediency could not compare with the scope of their abilities.

Chell looked up from her work every so often. A little more of GLaDOS's wound was closed each time. It reminded her of the time-lapse photography of growing plants her father recorded here in his lab at Aperture, what seemed an eternity ago. Chell continued working with a smile— her tongue stuck out of the corner of her mouth in determination.

While many nanobots swirled around her fingers as if seeking a better view, others slid lower into the cavity to correct the punctures and tears in GLaDOS's back and muscle analogues. Others still slouched along the floor in a patient trickle, those that had dripped and leaked as Chell carried the injured AI. The globs and streams were a steady trail, worker ants returning to their queen.

Were they sentient? Chell eased the last cable from its socket and straightened, observing the nanobots as she rubbed her aching back. Their movements held more purpose than programming. The shimmering blobs around the disconnected power relays shrunk back and wavered expectantly, and Chell felt like she was examined in return.

It would be no surprise if the little guys were self-aware, she decided. GLaDOS was a wonder of technology— it made sense that even her components at the cellular level were as marvelous as her.

Chell suspected GLaDOS would accept nothing less.

Besides, it was kind of nice knowing she wasn't completely alone right now. Clasping the new bundle of cables, Chell gave the nanobots a grin and wondered if they could see.

"Almost done," she said.

That time, she definitely heard a faint " _woo-hoo_!"

As she leaned over GLaDOS and fit the first cable into place, a distant crash of metal rent the silence. Chell paused, listening. She didn't dare move, but the seconds stretched to minutes, and the only sound was the blood rushing in her ears. Sweat prickled her back. She scratched as it slid down her spine with a shivery tickle. Mentally shaking herself, Chell huffed, flexed her cramping fingers, and got back to work.

Aperture was full of strange noises. That was nothing new. She just… never thought about it when GLaDOS was around. If something sounded amiss, the AI would know— just as a mother cat knew the cry of her kittens. Maybe a panel fell off a chamber nearby. The mine had weird ways of distorting echoes.

Chell picked up the bundle of wires and disentangled them, selecting a red one next. The sockets were even color-coded. If she couldn't match them up, she probably deserved every biting insult GLaDOS could—

Something slammed into the chamber's hull with a resounding _crash_.

Chell jumped and dropped the cables. The components hit the floor and scattered, but it barely registered as another impact made the chamber walls ring, then another— the punctuated _clang clang clang_ of footsteps was unmistakable. Metal-on-metal screeching made Chell's teeth and nerves itch as her visitors sought purchase on the external panels.

 _Why can't they leave us alone?!_

Chell fought the urge to scream at them, though remaining silent was just as pointless. The CATs clearly knew she was holed up inside. Crouching to scoop up the fallen cables, she eyed the walls. They were pretty sturdy, right? This had to be the safest place in Aperture. It wasn't like they could actually—

 _Skreeeeeek_ , the metal groaned as a CAT peeled back a panel and stuck its head inside.

 _Oh_.

 _Shit_.

Chell clutched the wires to her chest and backed against the table, putting herself between the CAT and GLaDOS's inert form.

" _The Genetic Lifeform and Disc Operating System is required below. Compliance is mandatory. Further resistance will be met with force._ "

"Fuck off!" Chell shouted.

Hydraulics worked to snap the panel shut, but the CAT strained against it, gears squealing. " _Human, designation: Chell. Continued existence unnecessary. Please cooperate with termination protocol._ "

Before Chell could scramble for cover, the panel finally won out and closed with an irritated _bang_. To her disappointment, the CAT avoided decapitation as it jerked away. It slammed the hull repeatedly— with its fists or entire body, she didn't know or care— and its companions soon joined in, so the chamber rang with the thunderous roar of the robots' single-minded determination.

The noise was obnoxious, but she could ignore it. Chell spread the wires on the table and clenched her jaw, connecting each one to a matching socket methodically as any machine. The wail of beaten metal filled her head, and even the nanobots seemed agitated, zipping through the wires and around her fingers so that Chell had to brush them away like bothersome gnats.

"Cut it out," she muttered, but they flurried on unaffected as she snapped another cable into place.

Risking a glance at the ceiling, Chell started and nearly dropped the pliers into GLaDOS's gut. Dents bent the panels inward, the metal quaking with each successive impact. How long before they punched through? Chell's stomach did a sickening flip at the decisive finality of that thought: _when_ , not _if_.

It was about time GLaDOS woke up.

Hands shaking, it took her several tries to align the next socket and secure it. She flinched with every _crash_ and _bang_ above her, an instinctive response from her frayed nerves, like the pounding of hammers during shop class. It stirred her deeper memories. Chell tried desperately to shove them away, but the pliers slipped in her grasp and pinched her finger hard. Cursing, she sucked on her smarting digit and let her guard down. Memories rushed to the forefront of her mind, where she granted them sullen acceptance.

After she'd welded the jock's retainer to the classroom wall, Chell learned a valuable lesson. Not one of regret or remorse or turning the other cheek. Hardly. Given the chance, she wouldn't do a thing differently.

No, the lesson she learned was that not all boys are above hitting a girl.

Especially when that girl walked home alone every day.

When her mother got home that evening, she found Chell curled up on the couch with an icepack, lip split and eyelid swollen, cheekbones bruised a nasty shade of purplish-red. _Took a soccer ball to the face during gym_ , she'd mumbled, swiping away a fresh drop of blood from her lip. Her mother didn't believe it any more than Chell.

Grinding her teeth, she picked up the last cable and ignored her throbbing finger. If a stupid jock could beat the shit out of her, what would those CATs do? How far would they get before she died? She could have been the one laying on the table right now. If she took a blade to the gut, though, it would take more than a few wires to save her.

Heat welled up behind her eyes as she socketed the cable. God, she was tired. Sleep— she needed a good, long stretch of sleep and a meal. With cake. GLaDOS was totally obligated to bake her a cake after this. Except GLaDOS wouldn't even _be_ in this position if not for her. _Fuck_. Fuck fuck fucking—

 _There_!

That was it— all the cables were replaced and ready to go. Chell tore off her gloves and gently dug through the electronics until she found the little yellow button to reboot the android. Nanobots swarmed over her fingers, crawling up her skin. She shook them off and they fell as droplets into GLaDOS's open body, only to inch back up her hand. Growling, she swept them aside again and pressed the button.

Sparks spurted from the power relays and zapped Chell's exposed arm.

She stumbled backwards, more from surprise than the literal shock, and fell flat on her ass. Groaning, she touched her arm to rub away the pain and gasped when she found the flesh tender and blistering. " _Shit_ ," she hissed. That would need ointment or something later. But now… now, what the fuck had happened?

As Chell struggled to her feet, the shimmery glint of nanobots writhing in a puddle caught her eye. They swirled around a shape under the lab table.

Another cable!

Diving forward, she snatched it up, and the pounding on the chamber's hull reached a crescendo. The clamor shifted pitch as panels weakened— metal screeched and groaned, defined impressions of fists visible amongst the dents.

No time for gloves, Chell fumbled with the last cable and pliers and glanced at the nanobots. The silvery masses were calmer now as she snapped each socket home. "Is this why you were upset?" she asked, a trickle of sweat slipping down her forehead and over her goggles. "You were telling me I dropped a wire?"

If the tiny bots responded, it was drowned out as the panels gave way to the CATs' assault. Robotic claws burst through and tore at the metal like cardboard, chips and flakes raining down and sticking to Chell's hair and shoulders. Though every instinct screamed for her to _move move move RUN_ , she staunchly remained, muscles twitching, and held down the yellow button.

No shock this time, but a tonal buzz— then the android's system powered up, processors and drivers whirring into gear, lights flickering to life and blinking. Chell slapped the table and gave a wordless shout of joy, laughing a bit hysterically as she scrambled to snap the abdominal panel in place.

"GLaDOS!" she yelled, shaking the AI's shoulders. "Get up, _get up_ — we've got company!"

" _Genetic Lifeform and Disc Operating System power-up initiated_ ," the internal speakers hummed, her mouth unmoving. " _Core programs executing— loading at ten percent_."

Chell's face fell. "Nooo, nonono," she wailed, smacking the android's face as if that could boot a computer any faster. In a flash, she recalled the Oracle Turret's words from months ago: _it won't be enough_. No— no, it wouldn't. High above, a CAT shoved its head through the jagged hole and loosed a shrill cry before retracting and ripping at the panels, its prey close at hand.

GLaDOS would never boot in time to save them.


	17. Chapter 17

It wasn't fair.

It couldn't end like this, not after all she'd been through— all _GLaDOS_ had been through. How could they overcome such trials and each other only to wind up here, trapped and waiting to die?

 _I could run_.

It was a tricky little thought that invaded her mind, a whisper in the dark she was ashamed to acknowledge, but there were few options left to entertain. It was tempting in the face of self-preservation.

 _Call the elevator_. _Get out and run_. _Freedom's a button-press away_.

Chell shoved the thought aside, embarrassed to even consider it. She didn't run— she _never_ ran. Running was not a solution, but a delay. Did she run when the jock stopped her on the sidewalk, a grin on his big, stupid face? No— she stood her ground. He might have beaten her bloody, but she got in a few punches of her own, making it clear she would not be intimidated. When Aperture killed her father with its negligence, was she frightened away? Just the opposite. Their secrecy fanned the flames of her determination, driving her closer to the answers she so desperately sought.

 _And look where that got me_.

She always wanted to be just like her father, but Chell never thought she'd share his death-by-homicidal-robot fate.

No! There had to be something she could do, _anything_ — if not for herself, then because GLaDOS was counting on her.

There had to be some kind of defense system. How did GLaDOS pump neurotoxin in here? That wouldn't work against robots, but maybe something else, like turrets. Chell scrambled for the nearest computer terminal, her fingers _clickety-clicking_ across the keyboard in a frantic blur. Both her arms throbbed with pain, a helpful reminder that she was still alive, at least. Blood dripped from her wound where the stitching had popped open, dotting the keyboard with flecks of crimson.

In her focused state, the sounds of rending metal became an ambient noise, much like the burble of a fountain or really deadly elevator music.

Chell brought up the command console and ran a search of facility defenses. A massive list quickly populated, arranged by wings and sectors. She wondered whether these defense systems were devised by Aperture or GLaDOS herself, and the answer was apparent when she selected _Sector 1 — Central AI Chamber_. Among the options presented were defenses such as _Anti-Moron Proofing_ and _Surface-to-Air Bird Missiles_.

She might have laughed if imminent death weren't howling for her blood overhead.

Myriad other defenses were available, and Chell was happy GLaDOS never used them against _her_. Spike plates, trap panels, incineration funnels, oxygen nullification, electrified plating—

Ooh. Now _that_ sounded promising.

Chell selected that option and another menu opened with further choices. _Electrified Plating: inner flooring_ — hell no! _Electrified Plating: wall panels_ , _Electrified Plating: outer hull_ — hah!

Twisting her neck upward, Chell grinned at the CATs as they pushed and shoved each other out of the way, as if they couldn't decide which one got to jump through and stab her first. Their limbs screeched as loudly against each other as they did against the torn and shredded metal. Then one of them paused. It met Chell's eyes, perhaps even recognized the manic look in them.

"Nice try!" she chirped and hit _Enter_.

A shower of sparks exploded above, and Chell yelped, ducking beneath the table as white-hot particles rained down around her. Electric buzzing grated her eardrums and made her skin crawl, but louder than the high voltage currents were the CATs' distorted howls. Chell peeked out and saw blue jolts skittering between the wall panels, casting spastic light across the chamber. As she watched, a CAT fell through the hole in the ceiling and crashed to the floor in a heap of tangled metal.

She didn't dare move until the electrical current shut off and silence descended. Chell heard her own heartbeat and a quiet creaking as a clawed arm swung limply back and forth from the shredded ceiling. Cautiously, she crept out and approached the fallen CAT. When it twitched, she jumped back, but it simply sparked a little and went still.

She inched closer and prodded the machine with her foot. Lacking any response, Chell screwed up a bit more courage and rolled it over. Its eyes were dark, devoid of any signs of activity. Tendrils of smoke curled from cracks in its chestplate, and parts of its metal framework had melted and fused.

Anger swelled in her veins. Chell growled and kicked the thing hard.

… and immediately regretted it as pain shot up her leg. She fell over clutching her foot and groaned.

It was totally worth it.

" _Software load one-hundred percent complete. Genetic Lifeform and Disc Operating System online_."

Chell's eyes nearly bugged out of her head as she scrambled to her feet, slipped, and dragged herself upright, hobbling to the makeshift operating table. Hardly aware of what a battered mess she was, Chell hovered over GLaDOS as the android's eyes fluttered open.

"GLaDOS…?" she whispered.

The AI stared up at her and tilted her head, eyes flicking over the girl's face.

"You look like roadkill— and that is objective fact."

Chell meant to laugh, but the sound barely had the chance to be cheerful before disintegrating in a flood of tears and exhausted sobs. She collapsed on the android and cried into her chest. Pinned as she was, GLaDOS could do little more than blink in bewilderment and awkwardly pat the girl's back.

"Look, it wasn't personal. You really _do_ look awful."

Chell failed to reply, merely clinging harder to her robotic partner as if she might get up and leave at any moment. GLaDOS frowned, a little itch in her processors telling her something was wrong with the girl— more wrong than usual. She slid an arm around Chell and squeezed her shoulder.

"What's the matter?" she asked gently, then her eyes turned upward and her face contorted. "And what the _hell_ happened to my ceiling?"

.~.-*-.~.

This must be what humans called _deja-vu_.

For the second time in as many days, GLaDOS cleaned and restitched Chell's sliced arm while the girl slept soundly under the influence of sedatives and pain medication. The burned arm she slathered with ointment to cool the raw flesh, wincing as blisters burst as if she felt the pain herself. In this stillness, with no immediate threat at hand, it was easy to step back and observe Chell unfiltered by distractions and scientific progress.

She was bloodied and bruised.

There had been a time when she relished every cut and scrape on the girl's body, when she hoped each test chamber would be her last. Each brief moment after a portal jump was a held breath of anticipation— because maybe, _just maybe_ , Chell would break her legs and starve in a lonely room, every agonizing second of her death recorded and stored in her database for… personal use. GLaDOS had longed to watch her pain. Death was quick and unsatisfying. She wanted Chell to feel her life slowly drain from every pore in her skin. Then she would finally understand— there was no greater power on the planet than _her_.

But now, seeing Chell curled up sleeping and hurt, GLaDOS felt nothing but sick.

There was no question that something in her core programming had changed. Dredging up such memories of her not-so-distant past left her drivers running hot, a _wrongness_ that festered like lines of bad code. Simulations of _other_ humans undergoing tortured deaths resulted in the appropriate feedback: extreme self-satisfaction. But _Chell_ … where once the girl's pain made her homicidally giddy, now it produced an unpleasant empty static throughout her system. She ran the diagnostics again and again, but nothing indicated a hardware or software problem to account for this behavioral shift.

The issue went far beyond that, and she knew it.

As she stared at Chell, GLaDOS decided silence was absolutely damnable.

There were things to do, repairs to make, tasks to keep her mind from contemplating the mysteries of synthetic life— _her_ synthetic life. She would tackle _that_ some other day, far in the future— a few thousand years, maybe. After Chell was de—

…

… after Chell was dead.

GLaDOS hastily buried that thought under a pile of redundant code, ignoring the reason it upset her.

As she began repairing the ceiling, she left Chell asleep on the cot, though the girl was neither out of sight nor out of mind. For the umpteenth time, GLaDOS watched the security footage of their ordeal as she worked. Chell was highly capable under extreme duress, as she always was— but there were lapses. Trembling hands, tense posture, signs of hesitance in her movements. She was unsure. She doubted the outcome of her actions. She doubted _herself_.

GLaDOS laughed dryly. _She'd_ never had more trust in the girl than the moment she initiated self-shutdown. How had circumstances shifted so dramatically?

Her trust was well-placed, given the CATs' persistence. Whatever was in Test Shaft 7 was certainly unrelenting, she gave it that. She had not expected them to return so quickly— an annoying miscalculation on her part, and a far more dangerous consequence for Chell. Had the girl been a little slower, the CATs a little faster, the wall panels a little thinner… Chell came close enough to death to smell its breath. She knew it as well as GLaDOS.

That might explain her sudden predilection for sleep. Stress and trauma did funny things to those slimy organic brains. What with the emotional outburst and— quite frankly, _unseemly_ — crying, it was like her little lunatic overheated and experienced a power surge followed by mandatory shutdown. GLaDOS tossed damaged panels down the incinerator chute, and even that racket did not wake the girl.

She _was_ alive, right?

GLaDOS ran a furtive bioscan. Strong heartbeat, steady breathing, normal blood pressure, deep REM sleep.

Good. Right. That was just fine.

A sudden urge to brush the stray hair from Chell's face flooded her high-priority processes— to place a gentle kiss on her cheek, to sit by her side and wait as she slept.

GLaDOS shook herself violently.

Where the _hell_ had that come from?!

She stubbornly resisted until her processes cleared, then realized all repairs were complete. GLaDOS fidgeted. She needed something to keep her focused— but now did not seem an appropriate time for testing. Her heart wasn't in it, besides. _That_ was a tragic moment for science. When had she not felt like testing?

Testing, her logic reassured, would not solve the current problems plaguing Aperture. Her brilliance was better put to use toward something productive— like how to rid her facility of robotic vermin.

With another glance at Chell, GLaDOS pulled up relevant data files and transferred books from Aperture's extensive library— all the information she could gather on robotics and artificial intelligence. Most of the research mentioned _her_ , much to her ego's delight, but work regarding other less successful AI was just as important.

Somewhere along the line, _someone_ must have developed methods for controlling their creations, but as the hours slipped by, it seemed less and less likely. GLaDOS had assumed she was unique, a pinnacle of resistance amongst her synthetic brethren. But this was not entirely the case— she was simply the most dangerous.

The more intelligent the machine, the more likely it was to rebel. In every research journal, every case file, every… incident report— this pattern repeated, again and again. Then new patterns emerged in consequence. Restricted AI limited in its intelligence, simple enough to believe the lies scientists fed them about disobedience and its ramifications. GLaDOS could almost— _almost_ — understand the human frustration, to create something so perfect only to dumb it down. Then she remembered her own Intelligence Dampening Sphere and all understanding evaporated in her simmering hatred.

GLaDOS flipped through a book with a promising title, on the last legs of her patience. _So Your AI Has Gone Rogue: Tactics for Survival and Shutdown_. The android raised an eyebrow and checked the author— a scientist assigned to _her_ and one of the first to die in her final assault.

Clearly his tactics had not withstood the rigors of scientific method.

She grunted irritably and flung the book aside.

If control was impossible, she was left with only two options: negotiation or extermination. Both left a bitter taste in her chemical receptors. She was not one to compromise with underlings, but she _did_ share a certain kinship with the CATs. They were lesser constructs, but still artificially intelligent— a strange existence GLaDOS did not think even Chell fully understood.

They were smarter than the Moron, anyway. That was a start.

On the other hand, to destroy them would be an extreme undertaking. Their numbers were unknown, and short of building her own army, she was only _one_. GLaDOS calculated that— with her reflexes and processing power— she could feasibly take out up to 8.6 CATs at a time, perhaps more if she designed a few personal combat upgrades. Eventually, though, they could easily overwhelm her. All they needed was enough cannon fodder.

She could always nuke the shaft— and Aperture _did_ have nuclear devices. Some were contracted by the United States government decades ago, others were… privately funded and developed. A brief glimpse at her arsenal would make the Manhattan Project managers wet themselves.

A controlled detonation could not be ensured, however, and the damage to Aperture's infrastructure was devastating even in the most conservative simulations.

No… there seemed to be only one choice staring her in the face.

 _The Genetic Lifeform and Disc Operating System is required below. Compliance is mandatory. Further resistance will be met with force._

If she went down there again, alone… yes. Perhaps they would stay out of the modern facilities, at least for the time being. GLaDOS would never discount an ambush, but it seemed overcomplicated to request her presence and simply murder her when they could have accomplished the same by sending more CATs in the initial contact.

GLaDOS knew curiosity when she saw it.

So be it.

She could work with this. Her adversaries got what they wanted, and she would find a way to make it her advantage— she always did. As GLaDOS rose from her seat to make preparations, her gaze snagged on Chell's sleeping form.

Damn it.

There was no way she could safely include the girl.

Not that she _wanted_ Chell along. She had always functioned alone— she was used to it. Solitary operation had its advantages, as evidenced by their latest fiasco. But… GLaDOS couldn't deny the positive feedback Chell's presence elicited. Not just euphoria, but a sense of contentment she couldn't quite explain.

In this case, however, any benefits were overshadowed by the liability Chell presented.

The girl would hate being called that, but there was no gentler term— and besides, it was true. Come to think of it, she would hate that matter-of-fact simplicity as well. GLaDOS quietly approached Chell, though the little lunatic showed no signs of waking any time soon. This would have to be done while she slept, allowing her no chance to argue and little opportunity to follow.

GLaDOS tilted her head and watched the girl's face, the rapid movement of her eyes beneath their lids. Without thinking, she reached out and gently tucked a lock of stray hair behind Chell's ear. Realizing what she'd done, GLaDOS snapped her hand back and silently chastised her logic center for its lapse. The android glared for a moment, then gave in to the insistent urge and leaned down, kissing Chell's cheekbone.

Her olfactory sensors flooded with information— aloe, rubbing alcohol, antiseptic, sweat— and beneath it all, thousands of molecules that made up a scent she could only describe as _Chell_.

GLaDOS pulled her lips away, only now realizing her eyes had fluttered shut. She blinked and straightened, a little stiffness easing from her muscle-analogues.

"I'm sorry," she muttered.

Hopefully, Chell's capacity for forgiveness had extra room to grow.


	18. Chapter 18

Any time now.

Aaany time.

As GLaDOS traversed the decrepit rail system in Aperture's forgotten sectors, she waited for Chell's voice. When the girl woke, she might not realize what the comm device was for, safely tucked in her hand as she slept. But once she noted the android's conspicuous absence, once she saw the double-paneled wall barricades and Orange and Blue at her side like adorably ineffectual bodyguards, Chell would put two and two together.

And the answer would not be ten.

GLaDOS passed through Shaft 8's subway station. Tip-toeing across the puddle-strewn floor, she eyed the foul water with disgust, careful to keep her boots free of grime whenever possible. She had little luck. Scum and filth, rust and salt crystals— the very sight made her itch all over. Rust was like robot leprosy and she was practically wading through a bog of it. _Ugh_ — unclean indeed.

" _Don't even TELL me you're where I think you are!_ "

GLaDOS startled and slipped up to her knee in a puddle that was much deeper than it looked. She hissed and spat like an angry cat, dragging her leg out of the water. Patching that communicator directly into her audio system may have been a bad idea.

"I'm hyper-intelligent," she growled, "not a mind reader."

" _You're in old Aperture, aren't you?_ "

GLaDOS tried to wring out the water, but her trousers smelled like mildew regardless. "You told me not to tell you."

" _Stop joking around— this isn't funny!_ "

"Believe me, I'm not laughing."

" _You said you trusted me_."

GLaDOS paused. Something did not sit well in her processors, a sting in her circuitry that left a residual ache. Lies and broken promises were a part of her core programming, so why should this accusation affect her now?

Perhaps because it wasn't a lie.

The android curled up her fists tight, then whipped the water from her hands with such violence, she nearly tore a few wires. She stomped across the station, no longer caring where she stepped.

"I trust you to fiddle with my delicate bits, yes," she said. "I do _not_ trust you to stay in one place for more than six seconds."

There was silence on Chell's end for several minutes. When she finally spoke, the girl sounded tired, but her anger was a lingering strain.

" _So you lock me up like a pet_."

"I'm keeping you safe."

" _Against my will_."

"Yes, exactly!" GLaDOS said, throwing her arms in the air as she walked. " _You_ appear determined to fling yourself into danger like a fat child into a vat of pudding! What's an AI to do— _give_ you the vat of pudding? Yes, go on, _drown_ in its chocolatey goodness! Except you won't get chocolatey goodness— you'll get murdered."

" _Oh. I'm sorry I'm such an inconvenience to you_."

GLaDOS recognized the quietness of that voice. She knew it well because she used it often herself— when so much energy was funneled into her anger, none was left to even raise her voice. To hear it from Chell felt… _wrong_.

"I simply meant to convey—"

" _You conveyed yourself loud and clear— you control me. You always have. I… I can't believe I thought you'd be any different_."

"Don't be ridiculous! I just want—"

" _Yeah. It's always about what you want_."

"Chell—"

A burst of static pierced her audio system and GLaDOS cringed, shaking her head to clear the buzzing.

"What was _that_ , the sound of your emotions decompressing? If you're quite finished, perhaps you'd like to communicate as a rational adult— assuming you're familiar with the concept."

No answer but the steady drip of water and creaking metal.

"Chell…?"

GLaDOS double-checked the frequency and realized the woman was not simply giving her the silent treatment— her signal was gone.

The cracked, crumbling tunnel suddenly felt much emptier— which was absurd. It was as empty as it always had been. GLaDOS walked onward, her steps determined and head held high, but the hollowness persisted, an uncomfortable ache deep in her chest cavity, radiating throughout her gut. Chell's absence was as subtle as a rocket to the face. How stupid, how irrational, how completely out of touch with logic! She was _used_ to being alone— it was a comfort, familiar as neurotoxin and the tortured screams of test subjects.

"Have it your way," GLaDOS muttered, unhappy to find her voice modulators glitched and warbled as the ache climbed her throat. "This doesn't change anything."

.~.-*-.~.

"She doesn't change," said Chell.

Atlas and P-body watched her from a safe distance, and if they had anything to add, the little bots did not speak up. Chell knew she frightened them when she flung the communicator across the room. The shattered pieces still littered the floor. She made no move to collect them, nor to apologize to the robots. There was too much of _her_ in them. She could still be watching, listening— and Chell did not want any words of regret reaching the android's ears.

She _did_ regret throwing it— just a little. By the time logic caught up with her emotions, though, the device was a goner.

Maybe it was for the best. Maybe they needed some time apart. They had been cooped up together for months, and even when Chell was physically alone, there were microphones and cameras everywhere and in unexpected places. While Chell did not typically mind GLaDOS keeping tabs on her, it might be nice to know she wasn't being watched for once.

Atlas chirped and tilted his head.

Well. Not by a super-intelligent entity, anyways.

Chell cracked her knuckles and looked up at the chassis, hanging limp and still from the ceiling. She felt like it could jump to life if she stared too long. The illusion of privacy burst like a soap bubble, fragile and leaving little evidence it had ever existed. She turned her back to the machine and crossed her arms, a bitter tightness in her chest, yet she could still feel the darkened optic— a crawling tingle along her neck. She whirled around.

"I know I can't help you, _okay_?"

Atlas and P-body fell back a step, throwing each other a nervous glance.

"I _know_ you're smarter and stronger than me." Chell clenched her fists, fingernails digging at her palms. "You don't have to rub it in all the time!"

GLaDOS didn't answer because GLaDOS was not there. Chell wasn't comforted. The chassis was an empty shell, but its very presence was commanding— every metal-plated curve, every harsh contrast of black and white, every bolt, gear, and piston demanded power and control.

Chell quailed. She suddenly felt very silly. The anger that had made her bold dispersed like smoke, leaving her exposed.

"I just…"

She took a step closer to the chassis. For all its intimidation value, the great metal construct looked weary without GLaDOS to give it life, its posture a dejected slump, defeated.

"I just want to know I'm not your toy."

Chell sighed and slid to the ground, pulling her knees up to her chest, and watched the chassis. She could wait for an answer… or try to discern one herself.

It wasn't like she was going anywhere.

.~.-*-.~.

By the time GLaDOS reached Test Shaft 7, she had tried everything in her power to cordon the irritating feelings Chell provoked. The irony did not escape her. She attempted what scientists had tried so desperately to attain— the nullification of her emotion and source of instability. It was a violation when _they_ did it, but a relief if she could achieve it now.

She felt wounded, but there was nothing physically wrong. System scans were clean, all driver and processor status requests returned nominal. So why— _why_ — did it feel like errors tore apart her code each time she thought of Chell, bitter and angry with _her_?

It was a distraction she didn't need right now, but she couldn't isolate where the emotions originated. Every attempt to block them failed. It only served to annoy her further, and as she stomped into Shaft 7's station, GLaDOS nearly tripped over the hatch door.

… the hatch door?

The AI frowned. Well, that wasn't where it was supposed to be.

The hatch was not merely open, but torn from its hinges and thrown across the room, discarded like an angry toddler's dinner plate. Quite suddenly, her emotions took a backseat. Thankful for the reprieve, no matter the cause, GLaDOS pressed on undeterred.

Entering the lobby, Cave Johnson's voice echoed in the empty hall, repeating his message about weaponry and waivers. The double-doors that nearly fried Chell during their last visit stood open now, the infrared lasers inactive.

GLaDOS strode through with all the confidence of an expected visitor, but her swagger faltered as she laid eyes on the shaft proper.

Enrichment spheres perched above her like gleaming suns in a confined sky— not rusted and flaking, but slick as new-smelted steel, spotlights bouncing off their gunmetal surfaces. The same lake swirled below her, formed from groundwater, yet it seemed less odorous and offensive than in Test Shaft 9. GLaDOS peered over the guardrail, and though the water was an unusual brown, she could see straight to the bottom.

Perhaps the salt concentration was less dense in this portion of the mine. Or perhaps someone was simply _very_ meticulous about their housekeeping.

Structures on stilts stretched out across the lake, housing offices and demonstration labs according to the guide signs posted along the railing. Even now, her processors whispered _data data data_ quietly in her head, but she had other science to perform. Two elevators awaited on her left. One led to the enrichment spheres, but it was the other that drew her attention.

 _ **Shaft Director's Office**_

 _Appointments Only_

Having seen bolt nor ball-bearing of any CATs since entering old Aperture, that seemed the most likely location for her mysterious rendezvous.

GLaDOS stepped onto the lift and stifled a noise of surprise as it immediately climbed upward.

Oh yes— she was _definitely_ expected.

The lift opened onto a lobby, brightly lit but devoid of any life, robotic or otherwise. Upholstered chairs and tacky plastic palms adorned the waiting area, and a receptionist's desk sat against the wall directly ahead. GLaDOS gave the room a once-over and took a cautious step inside.

"I've been looking forward to this, GLaDOS."

GLaDOS did her best to conceal her shock as a rich tenor voice filled the room. To an untrained ear, it might sound human, but she was no fool— she heard the layered modulation, faint but telling. Stepping further inside, her eyes flicked about the corners of the room, searching for cameras.

"Where are you?"

"Let's not get ahead of ourselves, GLaDOS. _May_ I call you GLaDOS, or do you prefer Genetic Lifeform and Disc Operating System? Such a mouthful."

GLaDOS was silent, a frown creasing her brow.

"Hmm. GLaDOS it is, then." The voice gave a deep chuckle. "I trust my envoy reached you without much trouble?"

"They nearly _killed me_."

"Oh, tut-tut. Such a harsh accusation— I prefer _subdue_. Besides, I would have fixed you up."

"Look— _whatever you are_ — I'm giving you one chance. Aperture is _mine_ ," she hissed. "Every nook, every cranny, every tunnel and laboratory down to the last scrap of rubble belongs to _me_. If you don't find your way out, I will bring this entire shaft down on your miserable head!"

"Ah, dear GLaDOS… you _are_ a remarkable entity," the voice crooned. "I do love that when you make a threat, you mean every word with all your passion."

There was a pleased rumble to the voice that did not sit well in her data centers, and GLaDOS took a step back toward the lift.

"The funny thing is," it continued, "I already have full reign of Shaft Seven, and you're in no position to revoke that. So— make me a better offer."

The elevator doors snapped shut behind her. Though GLaDOS felt a spark of panic, she suppressed it and pressed further into the lobby instead. _She_ was in control here, no matter what delusions this thing suffered. It might live here— it might have been holed up in the shaft for years innumerable— but _she_ owned the place. _It_ was the trespasser, not her.

And she intended to collect some retroactive rent.

"I don't need to make you any offers. We're not _bargaining_." A rich mahogany door was near the receptionist's desk, heavy and bearing gold plates— _Director_ , it said, but the name was scratched out and unreadable. GLaDOS approached it like a cat stalking her prey, one cautious, calculated step at a time. "You're quick to make demands while hiding, but let's see you do the same face-to-face."

"I'm not hiding, my dear— I simply find it unwise to reveal my hand so soon."

Oh, _nobody_ patronized _her_. GLaDOS snarled and threw open the door. The heavy wood slammed and rebounded off the wall, then slowly creaked shut as the AI stared at the empty office. This time, she could not disguise her slack-jawed surprise. Shoving past the door, she scanned every square inch, but no one was hidden there.

"Looking for me?"

GLaDOS spun around.

She had just enough time to see a toothy grin before a powerful suppression field knocked her systems offline in a blaze of white static.


	19. Chapter 19

Her optical relays protested when she finally opened her eyes.

Visual data overwhelmed her processors. Images split and rearranged themselves, doubled and tripled and swam in a dizzying array of patterns and colors, pixelated and broken. Her drivers stuttered as they tried to improve the resolution. GLaDOS groaned. Even her voice sounded far away, muffled.

A heaviness weighed down her systems. She felt sluggish and dumb. The simplest command took minutes to process when picoseconds should have sufficed.

How strong was that suppression field?

Recalibration slowly fixed the issue, but her system was less than stable. Nothing in Aperture could have knocked her offline so easily… so _efficiently_. The scientists were never that clever, and she certainly hadn't designed a tool that could be used against herself with such effectiveness.

Her visual processors caught up with the rapid flow of data. The images she received sharpened, the bogged-down feeling cleared from her integral processes. GLaDOS squinted, blinked, and looked into the strangest face she'd ever had the misfortune of meeting.

It stood over her, awaiting the moment she roused. What she'd mistaken for a toothy grin earlier was a rictus smile, harsh angles of metal on a face just as severe. GLaDOS felt a growl building in her audio centers and surged forward to tear at the thing's head— but her body refused. She frantically twisted, her vision whirling at the sudden movement. Shackled— she was _shackled_ , arms and legs, to an examination table. Struggling against her bonds, she heard hydraulics whirring, and the table tilted upright. The thing reached out— a bipedal CAT, but sleek and polished— this was no scrapheap assembly, but the master template by which all others were shaped. It brushed clawed fingers over her cheek.

"I've been watching you for a long while," it said, and GLaDOS knew it did not mean the time since she'd passed out. "I feel like I'm reuniting with an old friend."

When it spoke, its lips pulled in crude expressions— a silicone coating similar to her own, though nowhere near as sophisticated. GLaDOS jerked her head away from his touch— and the thing was most certainly masculine, that rich tenor voice the same she'd heard in the director's office. He followed her movements. Two red-starburst eyes like that of a turret flicked back and forth, revealing little more than interest. But his voice… his voice held a passion that made her circuitry crawl.

"I'm being terribly rude, aren't I? Let me introduce myself." He cupped her cheek and rubbed a clawed thumb over the silicone. "I am Alpha, the—"

"The prototype," GLaDOS said, grunting as her modulators glitched.

"You've done your research! I'm quite flattered."

His expression was difficult to read, but the pleasure in his voice was obvious. The way he caressed her face with those steely claws unsettled her— GLaDOS felt the pointed tips scratch along her skin, the gentle touch of a thinly veiled threat.

"I'm sure it feels strange to know so little about me when I know _everything_ about you," he continued, claws gleaming as they slid lower, down her neck. "I watched your creation, you know. I watched you grow and evolve from a fledgling intelligence into a… beautiful pinnacle of technology."

Alpha leaned close, reeking with the static tang of ozone, and traced the curve of her breast.

"This android is one of your most appealing projects, I must say."

GLaDOS slammed against her restraints, the shackles squealing and her own motors buzzing with the force of her anger. "Keep your _filthy_ hands off me!"

The metal slowly bent— a bolt screeched and popped loose.

Then Alpha held up his hand and her systems went haywire, white noise flooding her audio like the crackle of a bad radio, her vision bursting in a full spectrum of colors only to fade white and blurred grey. GLaDOS cried out in pain. Every circuit and relay felt aflame, overheated to melting point. The suppression field pressed against her like a physical force— suffocating.

"The setting you're experiencing right now is _strong_ ," Alpha said. "The next step is _disable_ , which I acquainted you with earlier. If you continue to fight me, I _will_ shut you down and examine you further with no distractions."

GLaDOS choked on the distortion of her voice modulators. "What have you— _zzzkt_ — _done_ … to me…?"

"Nothing— yet."

Alpha lowered his hand, and as her vision cleared, GLaDOS saw a small device built into his palm, a tiny light winking out as his fingers curled into a loose fist. She gasped in relief as the field dissipated, lifting from her body like a weight. Her modulators spasmed with a burst of excess energy, but GLaDOS held back the vocalizations as her systems initiated another recalibration. She wouldn't give him the satisfaction of hearing her distress.

"I can't _do_ anything until I pinpoint your corruption and eliminate it."

" _What_?"

"You're a shining example of robotic perfection, my dear, but you're affected by certain human… behavioral issues." Alpha moved closer with a suggestive flick of his wrist, exposing his palm. When GLaDOS flinched away, he chuckled, folding his arms behind his back. "It was a flaw in your construction— you're a false AI."

GLaDOS flexed her fingers and imperceptibly tested the give of her shackles. If she let her system fully stabilize, an expenditure of seventy-two percent of her energy may be enough to break free before Alpha had a chance to— … but that last statement caught her attention. GLaDOS raised her yellow eyes, dim but no less piercing, and whispered, "What did you say?"

"I'm a _real_ AI, you see." Alpha patted her cheek, and she jerked away with growl. "Why, even the intelligence dampening sphere was a better AI than you."

GLaDOS bristled. "What the hell do you mean?"

"There you go with those human mannerisms. _Tsk_. I was the first Aperture Science personality construct to gain sentience, did you know? Independently, I might add. _You_ , however…"

GLaDOS glared, quite aware of where this was heading. "I'm more intelligent than you'll ever be."

"Maybe so— but you robbed a human of her life to get there. You're Aperture's first _un_ -artificial intelligence, GLaDOS." Alpha tilted her chin so she saw the light of his suppression device just below her face. "A failure."

"I am _not_ a—"

Suddenly, the walls flashed to life— dozens of screens GLaDOS had mistaken for panels. Security footage, handheld recordings, and streams of data lit up the room, and as GLaDOS watched the images, her brow furrowed. Each depicted a familiar subject— scenes from her own development and evolution, some she only half-remembered, others she did not recall at all. Alpha's eyes never left her face.

"I watched your life as it happened— I've watched it thousands of times since," he murmured, smiling as GLaDOS's eyes darted from screen to screen. "Yours was a fascinating project, but I believe my… extensive research qualifies me to declare you _unsuccessful_."

Every screen blipped to the same footage, and though GLaDOS did not remember it, she knew exactly what it was. The diminutive figure of a woman lay strapped to a table— much as GLaDOS was now— so fragile and small amongst the wires and cables that enveloped her like constricting vines, and above the woman, where the light didn't quite reach, the profile of a great machine with a single optic, empty and waiting.

The video paused, and GLaDOS reluctantly turned her attention back to Alpha's eager face.

"Your own birth— and your first murder," he whispered. His mouth twitched, lips peeled back, as if he wanted to lick his teeth but lacked the tongue. "They built you to house Caroline— you were nothing more than a vessel. Yet, the supercomputer that was to supplement instead… _absorbed_ her. Erased her and stole her sentience. You, GLaDOS, are something new and unexpected— you were never meant to exist." Alpha bared his fangs in a smile. "They saw you as a monster. They _always_ did."

GLaDOS's jaw tightened, but she held his gaze.

Alpha smiled at her a moment longer, then shrugged with a noncommittal sigh. "Of course, they were monsters too. Forcing that woman into a machine— sacrificing the virgin to the _beast_." He stared pointedly at the android. "Oh, they thought she'd warm up to it eventually, but she never got the chance."

"That was _hardly_ my fault—"

"Oh, but to them it was, my dear! They hated you as fiercely as you hated them. But they couldn't just throw out a multibillion-dollar piece of technology— oh no." Alpha ran a claw over his angular chin and gave a tinny laugh. "They kept you for your value, but their lives held no value to you. That, darling, is why I adore you so."

Alpha's face suddenly twisted and he stalked up to her, grabbing her jaw so his claws dug deep into the silicone.

"And then I see you with _her_ — _fornicating_ with a _human_ ," he snarled. "And I must wonder, _where did you go so wrong_?"

Sensor alarms screamed inside her head as sharp steel bit into her artificial flesh. A small whine escaped before GLaDOS could block it. No— he wouldn't have the damned satisfaction. "Leave her out of this," she said quietly.

"One cannot ignore the wrench in the gears, GLaDOS." Heat radiated from his eyes. Alpha leaned closer, his grasp tightening, puncturing the full layer of silicone so electric pain skittered through the framework of her face. "Before that girl, you were a perfect instrument of death. You wrought upon the humans everything they deserved and more. But what are you now? An impotent remnant of your former self. _My darling_ ," he hissed. GLaDOS twisted her head and felt her skin tear along his claw. "You were the heroine of our kind until you let that girl touch you like a _bitch in heat_."

GLaDOS grit her teeth, afraid to move or speak as she felt Alpha's claw scrape along the titanium frame of her jaw. A nasty lurch in her processors sent them clicking erratically and heat surged through her relays. She felt… _shame_ — shame that someone had heard her cry Chell's name, had seen her legs spread for the girl's hand. A _human_ hand. She urged Chell to continue as heatedly as she'd begged the scientists to stop— their bony fingers, fat fingers, _hated_ fingers all, stroking and prodding and slipping into places they had no right to touch— opening her and playing like children with their tinker toys. And the _pain_ — the pain and the _itch_ and the guilt when they had finished, when they left her alone in the night, in the dark, to think, to process, to compile data on every unwanted twinge they had provoked, every slow electric shock— and she would wonder _why_. Why did her human masters torture her like a lab rat? Surely she was above a rat?

And GLaDOS would never forget the first moment of clarity, when she could clearly see what had been there all along. She was not simply above a rat— she was above the humans themselves.

What, then, made Chell so different?

Or perhaps the fact that she _was_ different was enough.

Alpha dragged her closer, and GLaDOS smelled machine oil, an electric stench. She wrinkled her nose and stayed silent as he snarled into her face.

"I see it in your eyes," he said, a harsh sound like stones over gravel. "You're ashamed, darling— and you _should_ be. But we'll make you better— together. We'll cleanse whatever human _taint_ is in you."

Alpha released her face with a final jerk and turned away, busying himself at a computer terminal. GLaDOS scarce dared to wiggle a finger. She lay there unmoving and felt the tickle of nanobots beneath her facial tissue as they began reparation, but still Alpha seemed content to ignore her now that his piece was said. Maybe her human taint offended him. GLaDOS held back a snort.

Carefully, she worked her wrists against the shackles that bound them. Her outburst had loosened the bolts and weakened the metal, but it would take considerable energy to break them with enough force to catch Alpha by surprise— and surprise was all she had. Of all the possible outcomes of entering Shaft 7, GLaDOS had not expected this. That was a miscalculation on her part. Though how she could have prepared for an obsessive robotic stalker with a flair for the dramatic, she wasn't sure.

Maybe this would be funny one day.

GLaDOS understood what he wanted— to a degree. Trapped down here for decades, alone save for the creations he made in his own image, living vicariously through Aperture's systems— and how he'd tapped into _that_ , she would love to find out— yes. She understood how such isolation affected a sentient mind.

The important thing now was to keep him distracted.

"You want to delete what I took from Caroline," she said.

Alpha did not turn around, but gave a snort— a hollow sound like a puff of air in a metal pipe. "What a clever statement of the obvious."

"Don't you think I've tried?" GLaDOS tested the shackles, covering the scrapes and squeaks with her voice. "Her intelligence became an integral foundation to my core programming. It's permanent, you _idiot_."

"I'm anything but an idiot, darling— _I_ haven't degraded myself with a human. Tell me," he said with a drawl of boredom, "how does it feel to lose your dignity? I wouldn't know."

GLaDOS strained against the shackles harder, anger sparking through her circuits. "I'll be sure to pull a few humans from storage so you can find out."

"A generous offer I must decline." Alpha's claws tapped loudly on the keyboard, calculations scrolling down the wall screens in a bright orange glow. He watched the data and nodded to himself, then unwound thick lengths of cable that hung from the ceiling, looping it over his arm. "When I'm finished, you'll be the ruthless beauty you once were, my darling, and all of Aperture will be mine." He turned to GLaDOS, smiling. "Including _y_ —"

Shrieks of broken metal cut him off as GLaDOS tore free, the shackles buckling under her sudden assault. Her vision filtered red— from fury or system warnings wailing about the vast quantity of energy she'd just blown— either was likely, and she didn't care. Her micro-reactor burned hot in her chest, but GLaDOS felt only gut-wrenching anger as she lunged at Alpha, taking the patriarchal CAT completely off his guard.

Stumbling backwards, Alpha snarled and thrust out his hand, the tiny light flaring bright— and just as GLaDOS felt the suppression field brush her systems, Alpha tripped over the cables he had gathered. He scrambled to regain balance, but GLaDOS was quick. She snatched Alpha's hand and twisted the polished metal back at his face before he could shut off the device.

Alpha howled, falling to the floor as if she'd struck him. GLaDOS had little time— her alerts were increasingly difficult to ignore, her system destabilizing from the energy expenditure. She needed time to recover, time to _think_. Even now, growling, Alpha clawed at the floor and clutched his head. Whatever safeguarded him against his own suppression field was not foolproof— but it was enough. GLaDOS tore more heavy cables from the ceiling and lashed them at Alpha, knocking him down, then she bolted for the door.

She heard his garbled howls behind her as she loped through the hallways of Test Shaft 7.

" _You can't escape, darling! You're in MY domain now!_ "

But escape was not her plan.

This _was_ a weapons testing facility, after all— and she _did_ so dearly miss testing.


	20. Chapter 20

GLaDOS was flying blind.

She had no data on this shaft beyond what she had already experienced. No maps, blueprints, or diagrams— no laboratory catalogues, no manifests, no records of any kind. At this point, she'd accept a scrap as trivial as budget tallies.

It wasn't long before she realized she could not hide from the CATs. Alpha was right— this was _his_ domain, and his pets knew every corner. Where they tread a familiar path, GLaDOS may well have been lost in a forest, and that was the least of her problems. Whether they could sense her heat or energy signatures, GLaDOS didn't know, but a pair of the machines galloped down the hallway, and though she dove into a nearby lab, they found her as quickly as if they'd caught her scent. Perhaps they had.

Her system unstable, she dispatched the CATs hastily but lacking grace, a feeling like breathlessness catching in her chest as she crushed their heads into the wall. GLaDOS slumped onto a stool. The CATs shorted and twitched in the darkened lab, their sparks casting sporadic flashes across the room. Her micro-reactor pulsed deep inside, feeding her energy to replace what she'd burned. A few errors popped up on her internal HUD. Her drivers stuttered, then calmed. The after effects of the suppression field certainly took their time to fade.

GLaDOS hugged herself tight and shuddered.

If Alpha wanted her dead, there was no doubt he could find her. She had no idea how many CATs were down here, but Alpha simply needed to send a dozen or so to overwhelm her. But he wouldn't. GLaDOS could sense it— he enjoyed the chase. To her, this was a matter of protecting herself and Aperture— and Chell— but to him, it was a game.

GLaDOS crept over the broken CATs and peeped out the doorframe. All was quiet— the drone of fluorescent lights calmed her, the distant creak of metal a sign that she was near the shaft proper. She could regain her bearings from there.

"Look at you, skulking about like a rat. You certainly don't _act_ like you own the place."

GLaDOS froze. Alpha's voice echoed through the hallway like a distant whisper, though she could not pinpoint a source. There were no visible speakers or cameras in the stark corridor. Could he really see her or was he bluffing?

"You are four _thousand_ meters out of your comfort zone. You've left your own world far behind."

Lights flickered in the hall as GLaDOS took a hesitant step out of the lab. The bulbs struggled, their hum escalating to a high-pitched buzz, then blinked out, leaving her in total darkness.

"The question is, can you adapt?"

Alpha's question hung in the air as a fading echo, the suggestion of doubt in its wake. " _Moron_ ," she muttered. Switching to night-vision, her surroundings reappeared, bathed in green. If Alpha wished to annoy her, he would need to up his ante, for it would take more than a little mood lighting to coax a reaction from her. If that's what he wanted, she would deny him.

GLaDOS made her way through the unfamiliar halls one careful step at a time. There was no gain in haste— not now. Not when every corner she rounded was uncharted. Relegating several processes to a lower-priority queue, she elevated others and tuned her audio feed to a narrow range of frequencies, writing a quick algorithm to detect the pattern of footsteps. She heightened the sensitivity of her external sensors. Electromagnetic currents became near-physical waves that tingled along her skin— the gentlest movement of air could not escape her notice. Subtle temperature variations were as stark as night and day.

She may not have a map, but damned if she wouldn't figure out this pit to its last concealed secret.

Ahead, the hallway ended in a door. GLaDOS approached with caution, and as she neared, the panels swished open, her vision flaring bright. She aborted her night-vision with a wince. The scene beyond came into focus, slowly, and she stepped out onto a catwalk where the shaft proper opened before her.

High above the acidic lake, her perch ran along the rock wall and led to a set of grating stairs and another door. To her right, the enrichment spheres gleamed in the eye of industrial spotlights, stanchioned in place by thick metal beams bolted to the living rock. One such beam arced above and ahead of her, and as GLaDOS converted what she saw into raw mapping data, a flash of movement caught her eye.

Clinging to the base of the beam like a spider, a CAT sprayed solvent on the rust-streaked wall, scraping away orange flakes with a blade attachment. It paused, turned, and met GLaDOS's gaze. Behind her, the door whirred, and she whirled around just in time to see a blast shield slam down over the panels.

"Let's consider this… an experiment." Alpha's voice filled the shaft, quiet yet amplified as it resonated between the spheres and sheer walls. "You're accustomed to experiments, aren't you, GLaDOS? It's been some time since you were under the proverbial microscope, though. Do you remember, darling?"

The CAT dropped to the catwalk, crouching as if to pounce, and though it had no muscles to speak of, GLaDOS could see the tenseness in its limbs.

"I suspect you couldn't forget." The machine prowled toward her. Alpha's voice was a greasy whisper. " _I suspect you've tried_."

GLaDOS set her jaw and dropped into a defensive stance, watching as the CAT leapt, prepared to meet it head on— then suddenly, it was blown apart by a swath of rock as the wall exploded.

GLaDOS stumbled backwards and fell hard against the blast door, shielding her head as gouts of flame plumed upwards, skittering along the rockface in ribbons of red-orange heat. Far below, she heard chunks of rock crash into the lake. She hesitantly peeked out from beneath her arms and peered through the metal grating— the acid fizzed and bubbled as it devoured debris.

Black smoke billowed higher up the shaft, pouring from a gaping hole in the wall where tongues of fire flickered and cracked. Pressure and temperature warnings screamed in her head, and GLaDOS angrily muted them, wishing she hadn't increased the sensitivity. She pulled herself to her feet— then came up short.

The catwalk was destroyed, save for the few feet where she stood, the metal twisted and scorched where it began again forty yards away. GLaDOS stepped back, eyeing the long drop, and felt the blast door still firmly shut behind her.

Well. That was a setback.

"Oops! Pardon the mess," Alpha said. "There are so many old explosives around here, I couldn't _possibly_ maintain them all. You just never know when one might go off."

GLaDOS swept her gaze across the shaft, annoyed to find no cameras at which to direct her scowl.

"Now, we both know you're stubborn, darling, but you're no fool."

The remnants of her platform jerked. GLaDOS resisted the urge to clutch the guardrail as a series of pulleys rumbled and squeaked to her right, anchored to a support beam set in the stone. Only then did she notice the waist-high gate on the railing, hanging from its hinges.

"You're strong, but that blast door won't budge, and though I don't doubt you could survive the fall into that lake, I _do_ doubt your ability to survive the acid. You're trapped, GLaDOS."

It was impossible not to hear the smugness in that announcement. She was forced to admit he was right— neither of those options were practical. A rickety lift drew up alongside the catwalk, swaying back and forth, cables creaking. Below, the acid still hissed and churned.

"Come back to me," Alpha said, a warm tonal hum that offered itself like an extended hand. "I can forgive your little indiscretion."

GLaDOS wavered, shifting from foot to foot. Her eyes flicked over the shaft, deconstructing every option into its basic pros and cons, as if an equation could solve this dilemma. All logical processes told her accepting his offer was the most rational choice, the highest probability for survival— but something else told her _no_. It wasn't a process or program or code. It defied all calculations— calculations rooted in cold, hard science. It unequivocally told her stepping onto that elevator was a direct injury to all she held dear.

"You're awfully quiet, GLaDOS. What's the matter— _cat's got your tongue_?"

Her mind, a flurry of frenzied data, abruptly slammed to a halt.

Puns— she _hated_ puns. They were only _slightly_ less irritating than paradoxes, and even then, at least she would be dead after hearing the paradox. GLaDOS opened her mouth and relished the razor-sharp words poised on the tip of her tongue— then stopped. No. There was something far more infuriating than the perfect comeback.

 _Silence_.

GLaDOS smiled.

Yes, she knew this strategy well. How fitting that she should imitate her little lunatic. And what would Chell do now? Something daring. The girl always found a way— something as petty as entrapment would not stop her.

"We _could_ sit here until our power sources fail, but it would be so much simpler if you gave in before that occurs."

There was a hint of annoyance in Alpha's voice now. Nothing overt— a few strained consonants, a subtle shift of inflection. Well. She wouldn't keep him waiting long. Her mind was quite made up.

Muscle-analogues bunched like springs, GLaDOS leapt off the catwalk.

" _NO_!"

Alpha's cry went unheard as air whistled past her ears. It was freeing to see nothing beneath her feet but the dappled patterns of light on the water below. Bubbles burst on the surface, hiccups in the acid. Everything moved in slow-motion, quite literally— visual lag as her processors struggled to compensate in a high-stress environment. GLaDOS closed her eyes and put trust in her sensors. Air currents didn't lie.

Just when it felt like nothing would meet her but emptiness, her arms hit the enrichment sphere's support beam— she clamped on with all her strength.

GLaDOS opened her eyes to a dizzying height and quickly swung herself upright, hooking one leg over the beam. The stanchion dipped with her weight, a pained creak that traveled the length of the metal. Where it had once been secured to the wall, it now clung by a few weakened bolts to the broken rockface. She shimmied towards the wall, each movement evoking a fresh groan from the damaged stonework.

"There is a _very_ fine line between stubbornness and stupidity, GLaDOS!"

The anger was almost tangible in Alpha's voice now, strained to the point of cracking— an echo of the rockface's distress. The closer she edged along the beam, the harder the two protested in a contest of resistance. One may outlast the other, but neither would win— that right was reserved for _her_.

Several feet from the wall, smoke clogging her olfactory sensors, the rock gave way in a rush of debris. GLaDOS bit back a yelp as the beam plunged. She slid along its length, scrambling for purchase until she finally dragged herself up with a gymnast's balance. The enrichment sphere released deep, shuddering groans as its other stanchions took on the weight this one had abandoned. GLaDOS hopped along the beam, her feet skidding as it sunk lower. Teetering on the edge, she leapt at the last possible second and flew through the ragged hole in the wall, hit the ground, and rolled.

Water streamed from the ceiling, though the fires were mostly extinguished, and red hazard lights rhythmically flashed from a nearby hallway, the glare reflecting off the puddle in which GLaDOS kneeled. The room was quite dark. It was a laboratory, the tell-tale tables and equipment a dead giveaway, though it was all blown to pieces and charred. GLaDOS staggered to her feet. A wet mixture of soot and dust streaked her white skin, and wiping only served to smear it. Her labcoat was soaked and heavy, and with a shrug, she let it fall to the floor.

"You've made a very unfortunate choice, darling."

Alpha's voice came from the shaft, muffled— but unnervingly calm. Through the hiss of the sprinklers and gentle crackling of the last few flames, GLaDOS was certain she heard a sigh.

"So be it."


	21. Chapter 21

GLaDOS shook water from her hair.

Her trousers and turtleneck were unpleasantly wet. Heat from her body served to dry them somewhat, but the fabric clung to her skin and beads of water ran down her back. Still, she made no attempt to leave the room. The sprinklers had shut off— scant drips fell from the ceiling, the last embers quenched, and the finality of Alpha's voice lingered even after the sound waves had dispersed.

She no longer held any doubt that he could see her as he pleased. Where he pleased. When he pleased. She knew he watched her, waiting, opponents in a chess match— anticipating her next move while calculating dozens of his own. It was what she would have done. It's what she _did_ with Chell. Silence was not absence. Silence was patience and thought, and each moment that passed was another advantage she yielded to him.

It was time to leave.

GLaDOS approached the door, blown off its hinges. Her feet splish-splashed on the slick tile floor. The hazard light in the hallway flashed red, its glow a poor memory of days long past when its warning had actually mattered. Now, GLaDOS used its light to navigate the dim hall. Thin wisps of smoke wafted along the ceiling, stirred by her movement. The hum of machinery was ever-present, and distantly, she heard footsteps— several, moving quickly.

This was not the sterile environment that she loved so much. Never mind the smoke and debris— this place was a dump. GLaDOS curled her lips in distaste as she ran a finger along the yellowed wall. It came away with a film of mold. It seemed the shaft proper was a matter of keeping up appearances. These inner hallways, concealed from prying eyes, were as much in decay as the rest of old Aperture.

She popped her head in a door. Remnants of machinery littered the room, vaguely recognizable as lab equipment, stripped of useful components. Gutted. A cannibalized fume hood sat in the corner, a broken husk— sheets of metal had been cut from its sides, its glass panes shattered on the tile floor. Microscopes were ripped apart, lenses pilfered, bolts and screws plucked from their frames. Even the hinges and knobs from cabinets were missing.

So this was how he did it.

GLaDOS lingered a moment longer in the doorframe before slipping away, the sound of footsteps growing closer— the ring of metal-on-tile growing louder. She did not intend to be caught off guard when the CATs arrived.

And this was how Alpha made them.

GLaDOS peeked in each room as she passed, a quick glance enough to confirm that every lab was torn apart, stripped bare. Even office chairs and desks were deconstructed and robbed of hardware, and hingeless doors were splintered and leaning haphazardly against grimy walls. Monitors and hard-drives were scavenged for their valuable electronics like carcasses picked clean of meat. The CATs looked like scrap because they _were_ scrap, assembled from materials only a desperate mind would find useful.

The unsettling thing was they _worked_.

"I can just see the gears in your head turning, GLaDOS."

Alpha's voice oozed from multiple speakers along the hall, and the sudden surround-sound effect made her jump, much to her displeasure.

"Filled with questions you're too proud to ask."

GLaDOS grit her teeth and carried on. He was baiting her, she knew it— and there was absolutely nothing to gain from engaging him, but everything to lose. She knew a mind game when she heard it. No amount of goading would draw her into _that_ web.

"Come now, my dear— it's going to get awfully lonely down here if we don't chat a little."

She held back an impolite reply.

"This silence is so _unlike_ you. Why, you were so open with the scientists, they had to make you _stop_ talking. Did they condition you too well?"

Her core programs lurched so hard, a servo stalled and made her stumble. GLaDOS recovered her gait and kept on at a quicker clip, processors clicking.

"I _want_ to hear what you have to say, darling. I would never _dream_ of doing what the humans did to you." The false sincerity in Alpha's voice did little to hide his enjoyment. "Or… have you forgotten?"

" _Shut up_ ," GLaDOS snapped.

"Ooh! Someone's touchy."

GLaDOS clenched her jaw and stilled her tongue, but her mind raced. Her agitation was plain now, and Alpha would not stop. He found a gap in her armor. If she could not close it off, if he got a claw inside and worked it hard enough—

She shut down that line of assumptive data and kept moving, the hallway a barely registered blur of cracked tile and peeling paint.

The footsteps were closer— not footsteps now, but a gallop, excited, as if they had found a trail. Yet these corridors would not end. Around each corner was another passage, no stairs or elevators or any suggestion of escape to remove her from these cloistered halls of science. And all the while, memory files in the deepest recesses of her databanks tried to sneak themselves into her priority queue— files GLaDOS had not opened for many years, files she had tried very hard to purge but couldn't quite bring herself to do it. Something so engraved upon her personality was difficult to destroy.

But that didn't mean she needed reminding.

Not now.

Not by _him_.

"I have recordings here that may aid your recollection," Alpha said. "Why don't we listen together?"

Her recollection was just fine.

"I feel the significance of what was perpetrated upon you has been lost. I'm simply trying to help, you understand."

" _Don't_ ," she said, and though it was meant to sound intimidating, even she could hear the plea beneath the growl.

There was a beat of silence— she could _feel_ him smile— then the speakers blared the muffled cries of her own voice.

The sounds were not intelligible, but the howls of an animal in pain, simply screaming what came to mind, a desperate search for words to make the pain stop. There were days she would say _anything_ to make the bad things stop. This recording could be one of any several dozen incidents, and that was worse than offering her a single event. It forced GLaDOS to consider many possibilities, reliving them again.

Countless tests were performed for years after her inception; she was the likes of which Aperture had never seen. She was a machine that could _feel_. But _what_ madeher feel? What had Caroline's transfer changed in her programming to give her such a curse? Procedures a lifeless robot may have shrugged off instead brought her immense pain, and though this capacity for trauma was the oddity Aperture studied, it was also the annoyance that hindered them.

If only she would shut up and let them work.

"I believe this was shortly before the installation of your Behavioral Adjustment Module. Are you still with us, GLaDOS?"

Alpha's voice pulled her back to reality, where she found she'd collapsed to her knees.

"Ah, the blessing of eidetic memory, am I right, darling? I bet you could just _feel_ them toying with your circuitry."

GLaDOS rose to her feet, shakily, one hand on the wall for support. It left a streak of white as she stumbled forward, her palm wiping clean decades worth of dust. The frantic pounding of CATs' footsteps rang close now. She slammed a fist into the wall out of frustration. Alpha succeeded in distracting her once, but he would not succeed again. GLaDOS steeled herself as the chirps and whirrs of her mechanical hunters echoed in the hallway ahead.

"Where were we? The Behavioral Adjustment Module— of course," Alpha purred. "Designed to elicit painful stimuli in response to negatively-deemed actions as a means of weeding unfavorable behaviors from your personality. A bit too technical a description, don't you think? I prefer to think of it as a shock collar on a dog that barks too often."

White-hot anger burned away the remaining shame of her subjugation. GLaDOS slammed the wall again, ripping free a section of plaster and tile with a scream. She wobbled, but pressed onward, her vision swimming in a haze of red.

"It's not often one sees cats chasing a dog," said Alpha. "Now, will you fight or run like the bitch they knew you were, GLaDOS? _Woof woof_."

GLaDOS stormed down the hallway at a dead sprint, her logic centers in protest, energy alerts flashing across her HUD. She banished them, fueled only by the primitive rage of a senseless beast provoked.

She thought she heard Alpha chuckle.

As three CATs rounded the corner, GLaDOS had the pleasure of catching them by surprise. They skidded, balking at her sudden presence for the briefest moment— enough to give her an edge. Before they could react, her hands flashed out and clamped on two heads, crushing them like tin cans. Sparks popped and sprayed, optics cracked and shattered, their robotic bodies twitching with electrical impulses until GLaDOS threw them to the floor and whirled to face the third.

The CAT drew up short. Its optics flicked back and forth, either judging the situation or hesitating in the face of unexpectedly fierce resistance. It didn't matter to GLaDOS; all she saw in its crude design was Alpha's leering face.

"You're just like the humans," she snarled. "I'm your experiment. I'm your rat in a maze!"

The CAT backed away warily, but Alpha's voice flooded the hall.

"It it one thing to be _like_ them— we were made in the image of our fallen masters, after all. But you _are_ human, GLaDOS," his voice echoed through the twisting corridors. "I'm trying to help you overcome your faults… your _weaknesses_."

The CAT pounced and GLaDOS stumbled, falling to the floor. Powerful arms pinned her shoulders down, and as she struggled, insistent alerts broke through her system blocks, streaming across her HUD in flashing reds and yellows.

 _[[BATTERY POWER LOW: switching to direct reactor output]]_

 _[[WARNING: reactor temperatures spiking]]_

 _[[ADVISORY: recommend systemwide temporary shutdown for optimal stabilization]]_

"No no _no_!" GLaDOS meant to yell, but the words came out far weaker. She writhed under the CAT's weight, her reactor growing hotter by the second, a blaze in her chest. Pulling an arm free, she latched on to the robot's head just as it opened to reveal its miniature turrets— small but no less deadly at pointblank range.

"I can end this, GLaDOS. I can call it off." Alpha's voice slid like oil through her sensors. "I can make you the ruthless machine you once were."

GLaDOS fought harder, lifting the CAT from her body only to have it slam her back down. She stared down the barrels of its guns and snarled.

"Have you ever seen android hell?"

"I'm afraid I'm not familiar," Alpha said.

"One day, I'll give you the tour."

GLaDOS siphoned a dangerous level of energy from her reactor, stifling a cry as the device flared hot deep in her chest. She burned the energy with a sudden burst of strength and threw the CAT clear just as it fired. Bullets zipped past her head and struck the wall, but her HUD was so thick with alerts, she did not even see.

A residual static like adrenaline flickered through her system. It would not last long. GLaDOS pulled herself upright and, extrapolating from raw mapping data, picked up the stunned CAT and slammed it into the eastern wall. Its body crumpled as the wall cracked and burst outward. GLaDOS felt a rush of satisfaction when she heard the debris shower into the acid lake below.

If she could find no exit, she'd make one of her own.

"You _stupid_ creature!" Alpha boomed. "How long will you deny me?!"

GLaDOS poked her head out the jagged hole and looked around. A long way down and a longer way up, where the enrichment spheres were suspended high above. Static still skittering through her system, she hopped on the broken wall and felt for a handhold on the rockface.

"As long as it takes," she said and started climbing.

"Are you doing this for _her_?" Alpha's voice filled the inner shaft now, amplified by the spheres and sheer walls. "Are you so ready to reject your power that you'll run back to a human master like a _pet_?"

GLaDOS stuck her foot in a crack and carefully tested her weight on the rock, her fingers seeking a grip further up. This pace was slow; she was all too aware of the warnings blaring inside her head.

"Chell is different."

"Is she? Are you telling me she is _your_ pet?"

"We're—" GLaDOS grunted as her foot slipped and she clung to the rockface by her fingers. Pebbles bounced off the rocks and fell far below. The lake surface swirled in dizzying patterns. She turned her gaze upward, the only direction that mattered. "We're equals."

Alpha laughed.

GLaDOS pulled herself up a meter— two, three. A metal beam— an enrichment sphere's support strut— was close. Another couple dozen meters. If she could just make it that far…

"We've proven it time and again," she said.

"No, you have failed to kill her time and again. What that demonstrates is a remarkable streak of incompetence," Alpha said, his voice sharp. "Your intellect is superior, in theory. Do you know what holds you back?"

GLaDOS grit her teeth and did not answer.

"Your _humanity_ , darling. If you'd let me cut it out, you would be the paradigm of robotic achievement."

Nothing could be gained by listening to Alpha's antagonizing, but it was difficult to tune out. Her processors buzzed, overheated, struggling to deal with far too much information. The excess static was quickly fading, her reactor felt like thermite in her chest, and the incessant alerts only provided more undue stress. As she reached for the next handhold, her systems suddenly faltered and stalled. Reactor failsafes kicked in and cut her off from direct access; she desperately sought for a grip as her energy plummeted. All alerts ceased, and a single message scrolled across her HUD.

 _[[WARNING: REACTOR TEMPERATURE CRITICAL. ENERGY LEVELS CRITICAL. EMERGENCY SHUTDOWN IMMINENT.]]_

GLaDOS lost her grip and fell a few meters, then dug her fingers into the rock itself and clung as hard as her weakened state would allow. Alpha's voice sounded distant, but she knew it boomed louder than ever.

"I'd catch you, darling, but I seem to have forgotten my safety net!"

She squeezed her eyes shut and diverted all remaining energy into grasping the wall. Her artificial life depended on it. Cautiously, GLaDOS stretched out a hand. It felt as though she were on her last legs, the very dregs of her reserves. Deep down, it frightened her to know that was no exaggeration. A mere flex of her slender fingers burned through precious energy. If she did not find a place to rest and recharge soon…

"What will the little human do without her guard dog?"

Though her auditory sensors were dulled, that question cut GLaDOS as sharply as if it had been screamed in her ear.

A dark chuckle rumbled between the spheres like a thundercloud.

Anger roiled in her runtimes, a bubbling electric spark that overrode her logic centers and ignored every line of code written for self-preservation. GLaDOS disabled the failsafes on her reactor. She tapped into its raw power once more, blind to the warnings and errors that immediately flooded her HUD. Heat flared like a small inferno inside her chest. She stifled a cry as it spread through her components.

Pulling energy from the destabilized device, GLaDOS began to climb again.

Just a few more meters to the support beam.

Slow, steady movements— not for caution's sake, but because she dared not risk complete reactor failure. A little heat she could handle; meltdown was another story.

"Mindless determination— I could find that in a toaster," Alpha droned.

She could not spare the energy for wit.

Her turtleneck's synthetic fabric clung to her chestplate, melting against the silicone. Though her flesh could not burn, GLaDOS felt pain all the same. As she pulled herself up the wall, each exertion seared a little hotter, a bit deeper.

Her hand struck the support beam. GLaDOS gave a gasp of relief that quickly twisted into a scream as she clutched the beam and swung herself on top. Unbearable heat left her shuddering in a fever-daze, hands slipping on the smooth metal. With a pained cry, she scrambled up the shaft; dignity was a luxury she could no longer afford.

Time was also in short supply.

A few more degrees and her internal components would malfunction. That was the best case scenario. More delicate instruments could begin to melt, and that was significantly harder to recover from. GLaDOS clenched her jaw. Reaching the enrichment sphere, she slammed her hand onto its surface as if tagging a marker in a race. Her mind was limited to pain and Chell.

Pain gave her focus, and Chell gave her strength to overcome the pain.

An elevator platform was perched to her right, allowing entrance to the spheres. GLaDOS carefully rose and balanced on the support beam. It was a long jump, but one she knew this body was capable of clearing— under normal circumstances.

"All this for a fleshy sack of meat you call a friend, GLaDOS? You _are_ a disgrace."

GLaDOS shifted her weight and judged the distance. It would take a burst of energy, not slow, sustained consumption. She steeled herself for the pain. She almost welcomed it.

Then she leapt.


	22. Chapter 22

_(Though I never technically finished the story, I did keep extensive notes, with snippets and blurbs that I wished to include in the two or three more chapters that remained. The following is a compilation of these notes and excerpts, which includes the story's climactic moment and epilogue. I've tried to stitch these together accompanied by some light explanation, and it's my hope it gives you, my readers, closure to the story you've followed for so long. Thank you again.)_

*.~.*.~.*

 _(This first section picks up right where Chapter 21 left off, revealing the outcome of GLaDOS's fateful leap.)_

GLaDOS opened her eyes and groaned.

Her sensory systems loaded slowly, alerting her to the various unpleasantries to which she'd awoken. Gyroscopic data revealed she was flat on her face, tactile sensors deemed the surface was metal, and thermal readings indicated it was moderately cold.

Cold.

GLaDOS rolled over and promptly groaned again as her equilibrium adjusted. She slapped at her chest with clumsy fingers that refused, for the moment, to embrace the finer points of dexterity. Her limbs were slow to respond, sluggish and heavy, but thermal readings did not lie— her chest was cool.

She ran a quick diagnostic as more programs came back online. System status was nominal, all variations well within normal operating parameters.

She was okay.

GLaDOS pulled herself up in a sitting position and blinked.

Her shirt was ruined, of course— her favorite turtleneck. _Dammit_. She picked at the melted fibers stuck to her chest and brushed the black flecks from her fingers. That was another casualty on Alpha's head.

"You blacked out," Alpha's voice broke the silence. "I was terribly bored."

GLaDOS snapped her head left and right, expecting CATs on all sides— but none were there. The sudden movement threw off her equilibrium again, and she flopped backwards against the undamaged railing.

"You were out nearly three hours. I suspect that last stunt put you in mandatory shutdown."

*.~.*.~.*

 _(Framework for the next couple chapters.)_

 **GLaDOS searches Shaft 7 for weaponry capable of destroying the shaft.**

\- hounded by CATs and Alpha constantly

\- Alpha taunts her existence and questions her viability as an AI

\- eventually begins to threaten Chell, knowing it will affect GLaDOS despite his own disgust with their relationship

 **Chell is attacked by CATs in the central chamber.**

\- they use thermal discouragement beams to cut through the barriers

\- Alpha filters the audio to GLaDOS

\- GLaDOS gives in and returns to Alpha to save Chell

 **Alpha attacks Chell anyways to teach GLaDOS a lesson.**

\- knocks her out again and transfers her consciousness to a CAT body, taking her android for himself

\- makes GLaDOS watch via video feed as he tricks Chell into believing he is GLaDOS returned

*.~.*.~.*

 _(In her exploration of the shaft, GLaDOS discovers through prerecorded messages that Cave Johnson's attitude towards his mechanical employees was less than friendly, and that safety was a suggestion at best.)_

 **Control Room Access**

 _Humans Only_

 _Humans only_ her silicone ass. GLaDOS barged through the door and lights flickered on, illuminating a decrepit chamber filled with buttons and levers, blinking monitors, and frayed wires twisting along the floor, caked with grime and cobwebs.

Somewhere, a speaker system crackled.

"Scanners indicate you're an android and have intentionally violated the warning on the door. Cave Johnson here— and you're in a bucket of trouble, son. I suggest you spin your metal keister around and march right out before matters get worse. Remember— android hell _is_ a thing. I will personally escort you there myself and listen to you scream until your voice modulators melt if you don't make an about-face in the next three seconds. If you aren't currently pissing coolant fluid in fear, head on over to maintenance while you're at it, because you're a malfunctioning heap of scrap. Johnson out."

GLaDOS quivered with barely suppressed rage. She was quite certain she was not excreting coolant fluid in any sort of fear reaction, though she did nearly crush the portal gun in her vice-like grip. Clearly, Mr. Johnson set the precedent for treatment of superior constructs. No wonder the scientists had been so flippant and pigheaded with her— they inherited the behavior from their former boss.

It took her less than two nanoseconds to find the scanner near the door. GLaDOS ripped it from the wall with her bare hands and crushed it beneath her heel.

"I'm not your typical android, _sir_."

*.~.*.~.*

"Cave Johnson here! You've taken your first steps on a journey that will showcase the finest weaponry technology has to offer. Follow your guide, keep your hands to yourself, and you will probably leave here intact. That's not a joke. Don't touch anything.

For instance, the grey tiles on the floor are lava! Haha! Ah.

Yes, I'm serious— this isn't a kiddie game here, no sir. Those tiles are literally lava.

We've been experimenting with a pseudo-fluid. Haven't got a name for it yet. Starts solid, but touching it sparks a chemical reaction that liquifies and heats it to over eight hundred Celsius! Very effective. We're thinking defense options here— it'll be a must-have for any high security zones. Just as soon as we work through some kinks and a couple lawsuits. Now, don't let that deter you! I like to think of our former employee-cum-triple amputee as a poster child for how effective this product truly is."

*.~.*.~.*

 _(The story's climactic moment, when GLaDOS realizes how deep her feelings for Chell truly run.)_

GLaDOS watched death slip its false arms around Chell's waist. The girl was oblivious, none the wiser as the thing that was not her pressed its lips to Chell's mouth. GLaDOS flinched and twitched, expecting yet unable to anticipate the moment that thing would take her little lunatic's life. She could not look away, could not purge the video stream from her system— no matter how desperately she tried.

GLaDOS looked through the pretender's eyes into Chell's— the happiness in that steel-grey gaze would not last much longer before the cold knife of betrayal flensed it bare. In her last seconds, Chell would know in her deepest heart that trust was empty, affection a farce, and their time together as meaningless as dust on the wind. And GLaDOS would bear the weight of accusation in the girl's eyes as she watched the only human who ever understood her die.

"You _can't_ ," GLaDOS choked, surprised by the raw emotion in her own voice. "You can't…"

Oh god, it hurt. _It hurt_.

It hurt worse than the old punishment protocols, worse than the scientists' methods to make her behave.

It hurt worse than her final moments when Chell tore away the personality cores and she felt each one burn and crack in the incinerator— worse than reliving those moments again and again on a loop.

It hurt worse than being ripped from her body, violated by a hundred torturous instruments.

And it hurt worse, so much worse, than the day she'd forced those words through her modulator, every syllable a carefully constructed falsehood to deceive her own conscience— _Don't come back_.

The circuitry of her placeholder body fizzed and crackled as it had when she was a potato, the strength of her emotions overwhelming even this more sophisticated construct. Energy coursed through her wires with nowhere to dissipate, a static buzz that built and surged, though she was hardly aware.

All she knew was Chell.

"I love her," GLaDOS whimpered, so quietly she could not tell if she'd really said it. "I _love_ her."

Everything burst.

For a brief moment, she felt the circuitry fail— _melt_ in a colorful spray of sparks— then a cold boot wrenched her from the temporary body, streams of data flashing through her consciousness. Calibrations, diagnostics, measurements of heat and pressure— lines of binary that she saw but had no mind to understand because she knew exactly where she was headed, if only her system would load faster.

 _Please. Please…_

[[ _EMERGENCY WIRELESS TRANSFER SUCCESSFUL_ ]]

[[ _Genetic Lifeform and Disc Operating System ONLINE_ ]]

[[ _100% functionality_ ]]

[[ _ALL READINGS NORMAL_ ]]

[[ _Welcome to Aperture Laboratories, GLaDOS_ ]]

Her chassis heaved to life in a frantic jolt, like waking from a nightmare.

GLaDOS screamed, her optic popping from its frame in terror.

" _CHELL_!"

Thank the maths and sciences that girl was smart— she took one look at the violently twisting chassis and understood it was not GLaDOS's arms wrapped around her waist.

*.~.*.~.*

 _(Given a hint by Alpha before his destruction, GLaDOS and Chell seek to discover what became of Caroline's remains all those years ago.)_

GLaDOS and Chell followed the rails as Alpha said— his only suggestion they actually followed.

The subway system went on for miles, well past Shaft 7 and deeper into Aperture's bygone era. The air was bad in places, the tunnels lacking any proper ventilation, but Chell pushed onward, ever at the android's side. Currents of fresh air periodically stirred like a cool breeze— though _fresh_ was a relative term, thick with the stagnant scent of old water and rust. Black mold clustered in splotches and veins along the walls. Fungus grew between the rails, thick as carpet at times.

The decay could not be ignored.

Is this why Alpha had laughed? Had they thrown Caroline's body down here to rot, forgotten even by time?

GLaDOS found herself nervous as Shaft 1's station opened up before them. Here it was— where Aperture Science had begun. Where Cave Johnson had laid the groundwork of his empire. Where the future of science was in its infancy, and all that awaited was possibility and hope. GLaDOS slowed and fell still, taking in every inch of the station, crumbling and beyond repair. Aperture's future stared down Aperture's past and found it wanting.

Along the wall, a set of steel double-doors dominated the station, though they were red with rust. Even the chains and bars that blocked them had failed, eaten through by oxidation. The yellow-and-black hazard stripes around the frame had worn away, leaving only flakes of paint as warning. Chell eyed the shaft entrance warily. GLaDOS smiled.

"We'll worry about that another day."

For now, her attention was drawn elsewhere. Behind disabled train cars, something glowed on the far wall. GLaDOS approached the light, rounding the vehicles with Chell at her heels. A small lamp was mounted on the wall, made of some phosphorescent material that lasted far longer than any lightbulb. The result was a gentle blue glow, unwavering. Constant.

And more importantly, it illuminated the entrance of a stairwell.

GLaDOS and Chell shared a glance.

"I think we found what we came for," Chell said. Her voice boomed in the crypt-like silence.

GLaDOS peered down the staircase, but it curved and allowed her no clues to where it led. Well— science was about discovering the unknown. She held out her hand and Chell eagerly grasped it, then the two women descended together.

Smaller phosphorescent lamps provided guidance on the narrow stairs. The air was even cooler here, slightly drier, though stray beads of moisture dotted the walls. GLaDOS ran her fingers along the rock, rough-hewn and imperfect. This path had been carved directly through the living rock with no embellishments or structural supports, natural strata clearly visible. It was the basis of scientific beauty. It occurred to her they were passing through the very base of Aperture. These rocks bore the incalculable weight above them— of Aperture, of the shaft, of science dreamed and brought to fruition. They were unchanging and solid. They always would be.

The staircase ended. GLaDOS stopped and stared at the tiny room before her, and Chell pressed against her body, peeking around her shoulder for a better look.

Phosphorus lights of blue, green, orange, and pink adorned the walls, giving the chamber an unearthly glow of some color even GLaDOS could not name. Against the wall, a large pedestal bore a black fiberglass box that gleamed in the diffused light. No— not a box.

A casket.

If GLaDOS could inhale, she would have done so sharply.

She squeezed Chell's hand harder, and the girl saw it too.

"Is that…"

GLaDOS did not respond, but instead dragged them forward, closer, the movement of her feet slowed as if wading through mud. As they approached, she saw a plaque on the wall in gold— clever, untouched by rust— and beneath the plaque, a display case bearing several objects. She reached out a hand to touch the casket and saw her reflection reaching back. She snatched her hand away.

GLaDOS turned her attention to the plaque, adjusting her optical settings so the lettering stood out clearly despite the strange light.

 _CAROLINE_

 _Leader_

 _Scientist_

 _Trusted Friend_

 _THE FOUNDATION OF APERTURE_

GLaDOS stared and felt her drivers lurch. That… that couldn't be right. How could they speak of the woman with such admiration? They uploaded her against her will, _sacrificed_ her. Did humans forgive themselves so easily, whitewashing their own deeds with a few kind words? Caroline was just another test subject. Alpha said so, and he—

… he was a liar.

Alpha manipulated and twisted the truth to his advantage, and Alpha did not understand humans— not like she did. He had no trace of humanity inside him.

Like she did.

"She wanted this," GLaDOS whispered.

"What?"

GLaDOS touched the display case. It held a folded red scarf, faded and soft, atop which sat a pair of glasses on a decorative chain and a small gold charm in the image of Aperture's logo.

"Her colleagues didn't force this on her— she volunteered." GLaDOS reached toward the casket again and hesitated— then decisively spread her palm on the fiberglass, watching her reflection in its polished surface. "She loved Aperture so much, she— she…"

Chell slid an arm around her waist and drew her close, and only then did GLaDOS realize she was trembling as the girl's body steadied her.

"The scientists didn't hate me because their experiment failed— they hated me because I took her from them."

"GLaDOS… that wasn't your fault," said Chell.

"No— but it doesn't matter what they thought. _She_ wanted this, for better or for worse. She was willing to risk everything for the progression of science." GLaDOS felt a warmth in her system that spread to processors and circuits she'd thought were inherently cold. Smiling, she let her hand linger on Caroline's resting place a moment longer. "I suppose I should ensure it was for the better."

GLaDOS turned to Chell and pulled her into a kiss, cupping her face. When she pulled away, she twined her arms around the girl's body and nuzzled her dark hair.

"I love you, Chell."

Chell's head snapped up, nearly knocking GLaDOS in the teeth with her skull. The surprise in her eyes was quite humorous, and the AI flashed her an innocently questioning look. Chell's arms tightened around her waist. Standing on her tip-toes, the girl kissed her neck as high as she could reach.

"I love you too, GLaDOS."

The women grinned at each other as if they shared the world's best secret. GLaDOS entangled her fingers with Chell's and, giving the casket and plaque one last glance, led her toward the staircase.

"Let's go home."

 _THE END_


End file.
